REPORT VOTORANTIM METAIS

Transcription

1 REPORT 2013 VOTORANTIM METAIS

2 REPORT 2013

3 REPORT VOTORANTIM METAIS LIST OF CONTENTS 05 How to read this Report 06 Management Letter 09 Performance Highlights for Market Context 17 Business Overview 35 Identity 40 Votorantim Metais Business Model and Performance 66 Risk Management 68 Vision of the Future 71 Report Production HOW TO READ THIS REPORT The Votorantim Metais Report 2013 contains information on the financial and non-financial aspects of the business activities of Votorantim Metais (VM) and also institutional information on its parent company, Votorantim Industrial (VID). This report has been prepared for Votorantim Metais employees and other stakeholder groups with which the company maintains relations such as, investors, government, economic and market analysts, community leaders, civil society and trade organizations, regulators, the media, among other groups. In this report you will find information on our identity, governance, business strategies, financial performance and risk management as well as our practices and initiatives in relation to our social and environment responsibilities, and our relations with our principal stakeholder groups. The digital version of this report is available at: In order to assist us to continue to improve our reporting and management we would be pleased to have your feedback. If you would like to contribute, please respond to our questionnaire at: Or contact us by at: We hope you find the report a good read! 4 5

4 WE OVERCAME AN UNFAVORABLE MARKET BACKDROP AND INCREASED EBITDA. MANAGEMENT LETTER Once again we experienced a challenging year for the From a business perspective one of the highlights was the In Peru, our Cajamarquilla and Milpo operations both had a very improved significantly, however they were tarnished by three fatal metals and mining sectors, with low commodity prices, progress made in the project to increase the good year. The Cajamarquilla operation, which is completing accidents involving third-party staff: one in Juiz de Fora (MG) and economic volatility and an oversupply of base metals. competitiveness and profitability of the aluminum business, 10 years under management by Votorantim Metais, maintained a two in Milpo, Peru. We will continue to be alert, by investing in Despite this unfavorable backdrop, our clear focus, strong through a portfolio review and the restructuring of the highly consistent level of production and achieved its targets. training and awareness, since nothing is more important to us determination and higher efficiency, enabled us to sales approach. Our Metalex operation also distinguished Milpo, which has been carrying out major improvements in its than the safety of our workforce. overcome these difficulties and achieve good results, with itself by improved profitability and the success of its management processes, increased its efficiency and profitability. EBITDA increasing by 30% for metals and 39% for mining. expansion projects. One of the principles that guide our actions is the desire to make The performance of our US subsidiary, USZINC, was also progress on sustainability issues. Sustainability, as a basic These figures were a just return for our considerable In the zinc business, the Juiz de Fora (MG) plant achieved worthy of note. It took advantage of market opportunities to management tenet, has already been firmly embedded in the efforts to achieve our strategic objectives, despite the production levels for polymetallic operations higher than expand its production, gained market share and received a Votorantim Group s strategy and, for the mining sector it is an external difficulties. In 2013 we focused a great deal of budget and also demonstrated its capacity to process number of awards. essential precondition to operate. For some years now we have attention on actions and adjustments to improve our industrial scrap waste. In addition to electric arc furnace addressed the key material issues relevant to the future of mining, internal processes. (EAF) dust, the unit was also successful in testing the In the mineral exploration area, projects under development, such such as the reduction of water and energy consumption. All our processing of batteries. as Aripuanã in Mato Grosso and Alumina Rondon in Pará, have units and teams are fully aware of the importance of these issues One of the challenges that mobilized all levels of the confirmed their high potential, thus reinforcing our vocation as a and are seeking opportunities to improve. company, starting with senior management, was the In the nickel business, due to highly unfavorable market mining house. The Alumina Rondon project, in particular, is in implementation and dissemination of the concept of conditions, we decided to temporarily suspend the the process of obtaining the required environmental licenses and The competence and creativity of our technology teams have operational stability, which required a change of culture in production of nickel matte at the Fortaleza de Minas (MG) is being evaluated by potential investors. The project has been demonstrated that sustainability and innovation can bring many planning, maintenance and production processes. These unit. These difficult market conditions, which began in received positively by the local community and government benefits to our businesses. For example, they can contribute to initiatives, which are now in the process of being 2008, have worsened in recent years. The process of agencies and regulators, and the region s logistical issues are solving or minimizing environmental problems, reallocating implemented in all operating units, have already produced suspending production was conducted with great care and being addressed. investments, reducing costs and increasing competitiveness. One a positive impact on the company s operating responsibility by the company. In order to minimize the of the year s highlights was the project to install filter presses at performance, especially in primary aluminum and in zinc, impacts on the local communities we will continue to In addition to our advances in improving processes, operations the Palmital tailings dam in the CBA factory in Alumínio, which will both in Brazil and in Milpo, Peru. support social programs and actions aimed at the and performance, a further highlight in 2013 was the progress increase the useful life of the current dam and therefore avoid an development of public administration in the region. achieved in relation to safety. Overall our safety indicators investment of R$ 300 million to build a new dam. 6 7

5 MANAGEMENT LETTER We are acutely aware that energy, which is currently the largest single cost item, will be a major restriction for metals and mining in the future. As such we have researched the use of alternatives to replace the conventional sources of energy, seeking to diversify the energy mix and use renewable sources that emit less greenhouse gases and have a lower cost. Two of our initiatives, which are now at an advanced stage of development, are as follows: at our Three Marias (MG) plant, we have a project to replace existing boilers using fuel oil by boilers using biomass from forestry waste and energy cane (similar to sugar cane); at the Niquelândia (GO) plant, we plan to use biomass to partially replace the petroleum coke used in the steam-generation boilers. The good news is that, within this overall context, we are now much better prepared to meet the challenges and are making solid progress in improving management processes and operational stability. For us, 2014 will a year to make a further improvement in our performance, which is an essential factor for success in any market context. That is what will enable us to maintain our good results. We will also continue to focus on the development of new sales approaches and on finding innovative and bold technological solutions to issues that challenge the metals and mining sector. Our teams of employees will, most certainly, be decisive in our achieving further success. All these results were only made possible because of our investments in employee training and development. We have prepared and encouraged them to overcome the day-to-day challenges by carrying out their activities in accordance with the organization s management beliefs, namely: talent development, meritocracy, excellence, pragmatism, open dialogue, partnership and a sense of ownership. PERFORMANCE HIGHLIGHTS FOR 2013 In 2013, we made progress in various aspects of the governance of the Human and Organizational Development (HOD) and Communication areas. We initiated a process of organizational restructuring to make it more in line with business strategy. We developed a Home Office Policy and established a Valuing Diversity Committee, which set a short-term priority of hiring and integrating women and people with disabilities. In relation to employee development, we created the Supervisor Training Program and prepared an Individual Development Plan for 85% of our employees. Other highlights for 2013 were: the definition of HOD performance indicators, monitored on a monthly basis, and the creation of a Labor Relations Management Plan for the plant in Alumínio. Furthermore, we invested in the management of the company s reputation, through relations with the media and external stakeholders. We anticipate that 2014 will be another challenging year in terms of commodity prices, due to the weak demand in international markets, in particular the slow economic recovery of the Euro zone, especially in Germany and France. Overall, the global economy is showing signs of recovery: in the US economy there are indications of an acceleration in the growth rate; and in China where, although growth has slowed due to an increased focus on the domestic market, it still remains at a significant level. Tito Martins CEO Votorantim Metais INCREASED EBITDA BY 30% IN METALS AND 39% IN MINING. IMPROVEMENTS IN OPERATIONAL STABILITY, IMPLEMENTED IN ALL OPERATING UNITS, AND THE DEVELOPMENT OF THE NEW SALES APPROACH, CONTRIBUTED DECISIVELY TO THE IMPROVEMENT OF PERFORMANCE DURING THE YEAR. VOTORANTIM METAIS WAS VOTED THE MOST SUSTAINABLE COMPANY IN THE MINING SECTOR BY EXAME SUSTAINABILITY GUIDE THIS AWARD REPRESENTED THE ACHIEVEMENT, SEVEN YEARS AHEAD OF SCHEDULE, OF OUR GOAL TO BE A BENCHMARK FOR SUSTAINABILITY IN MINING BY THE NEW SALES APPROACH IN THE ALUMINUM BUSINESS, WITH ITS FOCUS ON PRIORITY SEGMENTS AND CUSTOMER SATISFACTION, PROVED TO BE THE RIGHT PATH TO ACHIEVING BETTER CUSTOMER SOLUTIONS AND IMPROVED RESULTS. IN 2013, EARNINGS REACHED R$ 200 MILLION. OUR TECHNOLOGY AREA, WORKING TOGETHER WITH THE BUSINESS AREAS, DEVELOPED CREATIVE AND INNOVATIVE SOLUTIONS TO SOLVE ENVIRONMENTAL AND OPERATIONAL CHALLENGES, AND PLAYED A LEADING ROLE IN FINDING WAYS TO REUSE INDUSTRIAL WASTE, RATIONALIZE WATER CONSUMPTION AND DEVELOP ALTERNATIVE ENERGY SOURCES. ADVANCES IN THE GOVERNANCE OF THE HUMAN AND ORGANIZATIONAL DEVELOPMENT (HOD) AND COMMUNICATION AREAS, BY THE REINFORCEMENT OF THE CORPORATE MANAGEMENT BELIEFS AND THE EMPLOYEE DEVELOPMENT POLICY, AND THE STRENGTHENING OF RELATIONS WITH EXTERNAL STAKEHOLDERS AND IMPROVING THE COMPANY S REPUTATION, RESPECTIVELY. 8 9

6 REPORT VOTORANTIM METAIS MARKET CONTEXT GLOBAL MARKET At the global level, the economic situation has shown signs of improvement. The strengthening of the US economy was the main driver of accelerating economic growth in late Its macroeconomic indicators improved, with industrial growth of 3.7%, the lowest unemployment rate since the 2008 crisis, a recovery in the housing sector and GDP growth of 1.9%. On the other hand, changes in the outlook for monetary policy and uncertainty about the reduction of the level of the monetary stimulus have led to exchange rate instability and adversely impacted the risk premiums of emerging market economies. In China, the level of economic expansion continued to gradually reduce and, even without the expectation of an abrupt deceleration, this maintained the downward pressure on commodity prices. On the structural side, China introduced economic reforms which have the potential to improve productivity and re-balance the economy, by giving more weight to domestic consumption. This helped the country to prevent a hard landing and maintain a robust 7.7% growth rate. The Euro zone continued its path of slow recovery, influenced primarily by the French and German economies (the latter grew by 0.4% in 2013), while continuing to face a threat of deflation. Moreover, even though domestic demand contracted (-0.4%) the situation began to stabilize. Business confidence and financial conditions improved as the risks of a market rupture decreased, and there was also the beginning of a reduction of fiscal tightening in some countries in the region. According to the World Bank, global growth overall in 2013 was 2.4%; the block of emerging market countries, specifically, grew by 4.8%. One of the highlights was Indonesia, where GDP grew by 5.8%. IN 2013 THE METALS AND MINING SECTORS FACED DIFFICULT MARKET CONDITIONS WORLDWIDE. 11

7 MARKET CONTEXT REPORT VOTORANTIM METAIS BRAZILIAN MARKET In Brazil, volatility was a major feature of the economy in As a result industrial production and retail sales oscillated considerably. The country s GDP grew by 2.3%, well below the IMF s projection of 3.5% made at the beginning of the year. The devaluation of the R$/US$ exchange rate and government measures to reduce business costs (cuts in electric power prices and payroll taxes) helped provide a modest improvement compared to 2012, when GDP registered a growth rate of a mere 1.0%. However, domestic structural problems, such as infrastructure bottlenecks, higher inflation compared to other emerging countries, a current account deficit in excess of 3.5% of GDP and decreases in both industrial confidence index and the credibility of fiscal policy, inhibited investments and so prevented a more vigorous growth rate for the year. The government has made some efforts to regain the market s confidence. It conducted, with some success, a series of auctions for concessions for infrastructure projects, the Central Bank has acted to contain the deterioration in inflati on expectations and reductions in spending were announced in order to ensure a primary surplus. Even if the government is successful in reversing this loss of confidence, it is unlikely that, in 2014, we shall see any significant changes to the current panorama of low growth, persistent inflation and financial volatility. On the positive side, the unemployment rate calculated by the Brazilian Institute of Geography and Statistics (IBGE) for 2013 was 5.4%, the lowest annual average since measurements began in This level can be explained by a deceleration in the growth of the proportion of the population which is economically active (EAP indicator) and an increase in the number of people who have given up looking for work. In 2013, retail sales grew by 4.3% overall and by 1.9% for the construction sector. Other important sector growth rates were: Agriculture = 7% Investment = 6.3% Household consumption = 2.3% Services = 2% Government consumption = 1.9% Industry = 1.3% The devaluation of the R$/US$ exchange rate of about 15% contributed positively to the performance of exporting companies and companies operating in global business sectors such as steel, metals and mining, pulp, etc. In the infrastructure sector, we continue to see good market prospects, in areas such as the modernization of airports and terminals and ports, and highway and railway concessions. In November 2013, in order to combat the threat of rising inflation, the Central Bank initiated a process of increasing the country s base interest rate, which strongly influences the functioning of the economy and the private sector s investment strategies

8 REPORT VOTORANTIM METAIS China is also the major factor behind our reduced revenues in the The increase of 10.4% in the demand from the civil aluminum (-15%) and copper (-10%) businesses. The domestic construction segment was higher than expected for the year. aluminum industry is currently producing at a level of 1.1 million This growth reflected the completion of the major metric tons/year of primary aluminum. Due to its lack of economic infrastructure projects initiated in 2010 and a 4% increase in competitiveness and the use of a production process which is retail sales, where the highest growth was in the demand for environmentally outdated, the industry registered a decrease in finishing materials. primary aluminum production in 2013 (of about 9% compared to 2012). Additionally, there are signs that, in not too many years, the The demand from the transport sector also grew strongly, by country may be completely out of the primary aluminum market, 11.5%, supported by the maintenance of reduced tax rates on and dependent on imports from countries that have access to automobile production. The 4.8% increase in demand in the cheaper energy such as China, the Middle East and Russia. packaging segment was also a pleasant surprise. The growth in demand for plates and extruded products from the consumer Domestic manufacturers, customers and government have a goods sector was 3.3% overall, and especially strong in the common interest in delaying the realization of such a scenario. second semester. One proposal is to pass legislation to prevent local producers who have international partners from exporting their production to In the zinc market, prices have remained at low levels, and not clients overseas. Despite a reduction of 9% in the production of only for the base metal but also for by-products such as silver, primary aluminum in Brazil and an 11% decrease in imports, the lead, copper and sulfuric acid. The slowdown in growth in supply-demand situation in the domestic market was not adversely China has resulted in excess stocks of sulfuric acid in South affected. The decrease in production resulted in a reduction of Korea and Japan. This impact is significant, since the OUR BUSINESS SECTORS 23% in exports. profitability of the zinc business also depends on the financial performance of these by-products. The signs of a recovery in In relation to pricing the aluminum market is experiencing an this market, observed in early 2013, did not last and even the In 2013, the market for base metals and mining faced another This situation has resulted in the closure of a number atypical situation, with the price of aluminum decreasing by 15% favorable movement in the R$/US$ exchange rate was not difficult year worldwide, with commodity prices falling, as in of electrolytic nickel plants around the world due to their in The price of aluminum on the London Metal Exchange enough to compensate other losses. previous years, but with a higher degree of stability compared low profitability. (LME), where non-ferrous metals are traded, oscillated around to For Brazilian companies, the situation was not as US$ 1,600 per metric ton, but the premium over the reference serious since the higher R$/US$ exchange rate increased their The expectation of a price recovery in 2014 is dependent on price was at an all-time high, around US$ 2,000 per metric ton. prices in Reais. the effects of an Indonesian government decree to prohibit the As a result large amounts of metal became locked up in export of unwrought nickel, in order to promote the country s warehouses as collateral for transactions in the futures market, The nickel market was the most affected from a structural industrialization and add value to the refined ore. Indonesia is thus reducing the availability in the physical market. perspective due to the impact of the launch of a Chinese nickel the world s largest producer of nickel and sells almost all its pig iron product. This strongly affected the supply and price of production to neighboring China, where it is processed taking On the other hand, the market segment for fabricated nickel, which fell by as much as 21% in 2013, Nickel pig iron is advantage of lower logistics costs and subsidized energy. aluminum products was in a much more favorable situation. In a low-quality nickel-iron product developed by Chinese Brazil, the average growth for this segment was 6% compared steelmakers as a cheaper alternative to pure nickel for use in This market situation was the determining factor in the decision to 2012, with demand rising to 1.5 million tons. Excluding the stainless steel production. The nickel pig iron production to temporarily suspend the production of nickel matte at our performance of wires and cables, which dropped sharply (by process uses low-grade laterite nickel ores instead of pure Fortaleza de Minas (MG) plant, in order to minimize the adverse 16.3%) due to its dependence on major government nickel. This alternative was developed as a response to the impact on the results of the nickel business. On the positive infrastructure projects, growth was 9%. high price of pure nickel. The nickel price fell from a level of side, the implementation of projects that transform waste into US$ 17 thousand per metric ton, at the beginning of 2013, to a products, creating new sources of revenue, have been central range of US$ 13 to 15 thousand per metric ton during the year. to the performance of the nickel business

9 REPORT VOTORANTIM METAIS BUSINESS OVERVIEW VID S BUSINESS STRATEGY Votorantim Metais is a subsidiary of Votorantim Industrial (VID), an industrial conglomerate with a diverse portfolio that encompasses many different types of products, services and opportunities. adequate level of performance in the long-term, we are constantly expanding and improving our activities, striving for consistent results and focusing on adding value to our relations with the market and our key stakeholders. Votorantim Industrial (VID) is a privately-held, 100% Brazilian-owned organization. It is the holding company for the Votorantim Group s Industrial Companies and one of the largest business conglomerates in Brazil. Votorantim s Industrial Companies operate in many diverse industries, principally, cement, metals and mining, steel, pulp, power generation and orange juice. Despite this diversity, they all have certain common goals such as a focus on cost control, operational stability and excellence in customer service. VID s industrial operations are concentrated in the basic sectors of the economy. They are capital intensive and require large-scale production and high operational efficiency. To achieve an VID s long term vision is embodied in its strategic planning process, and focuses on the following points: Knowledge and presence in markets relevant to its businesses. Value creation throughout the production chain. Emphasis on competitiveness, with a focus on cost management. Consideration of social, environmental and sustainability issues. New opportunities. Above all, VID s central axiom is: RESPONSIBLE LONG-TERM GROWTH WE SEEK TO BE RECOGNIZED AS A METALS AND MINING COMPANY WHICH IS PROFITABLE, COMPETITIVE AND MANAGED ACCORDING TO SUSTAINABLE PRACTICES. VOTORANTIM METAIS PRODUCTS/ SERVICES ASPIRATION MARKET FOCUS Aluminum, zinc, nickel, copper, silver, metallurgical coal, cobalt, cadmium, anhydrous sodium sulfate, copper sulfate, zinc oxide, sulfuric acid, limestone powder and mineral concentrates. - Zinc: Be among the leading low-cost integrated producers with a global presence. - Nickel: Increase the competitiveness of assets and broaden the base of mineral reserves. - Aluminum: Be a leader in the primary aluminum market, downstream and in recycling in Brazil. Consolidate operational stability to achieve productivity gains and improved processes. Work on the development of our sales approach to enhance relations with customers. Strengthen the integration of production processes. Achieve efficiency in offering quality products at competitive prices. GEOGRAPHICAL DISTRIBUTION OF OPERATIONS/ COMMERCIAL ACTIVITY Operations and activities in Brazil. Overseas: operations in Peru, Colombia, the US and China, with global reach. - Mining Evaluate opportunities and develop or increase exploration activities. Make progress in developing new mining exploration areas and new products. Promote innovation and the use of technology. Strengthen our operations in Peru. 17

10 Business Overview REPORT VOTORANTIM METAIS HOW VOTORANTIM METAIS OPERATES One of the most important pillars of our operations is our workforce of more than 12 thousand people. In Brazil, we operate advances in technology and to exercise responsible environmental stewardship. Votorantim Metals is the company responsible for the metals and mining operations of the Votorantim Group. We are one of the five largest producers of zinc in the world, producing 739 thousand metric tons per year. We are also the market leader in zinc oxide and the second largest in zinc powder. In primary aluminum, we are the market leader in Brazil with an annual production of 475 We operate a fully integrated production process and our business strategy is based on the following points: Ensure the competitiveness of our operations based on operational stability and the quality of our products and services, among other strategic points. four manufacturing plants and seven mining and processing units. Overseas, we have industrial plants in Peru (Cajamarquilla), in the United States (USZINC), and China; mining in Peru (Milpo); metallurgical coal in Colombia; sales offices in Austria, China and the United; and mining offices in Argentina, Canada, Colombia, Peru and South Africa. We also take great care to ensure the future of our company. Therefore, we seek both to extend the life of existing mines and to develop a portfolio of projects aimed at identifying new mineral deposits. Our office in South Africa, for example, is constantly prospecting for opportunities. thousand metric tons (representing a market share of about 30%). We are also the market leader in Latin America in electrolytic nickel, with a total capacity of 44 thousand metric tons per year, between electrolytic nickel and matte nickel. Conduct our activities in a safe and socially and environmentally responsible manner in the countries where we operate. Our most important asset is our team of highly trained professionals, who are dedicated to their work and focused on results. In order to ensure their protection, we require compliance with strict rules on safety, health and environment. We also invest In Brazil, among our projects under development, Aripuanã is the one that is at the most advanced stage. This project is a joint-venture between Votorantim Metals and Karmin Inc. and is located in the municipality of Aripuanã (MT), about 900 km from These figures also rank us as the second largest Brazilian-owned non-ferrous metals company operating in Brazil. Our objective, however, is not simply to be the biggest. We want to increasingly to consolidate our position in the market as a metals and mining company that is profitable, competitive and managed according to sustainable practices. To achieve this, we can count on the credibility of the Votorantim Group s name and our 58 years of experience in the metals and mining sector. Votorantim Metals, in its current business form, was established in 1996 as a result of a reorganization of the Votorantim Group s management structure. It has two major business activities: Seek constantly to use new technological developments. Identify and invest in new opportunities for mineral exploration. Build alliances that generate shared value, after consideration of social and environmental issues, for employees, partners and customers. Ensure high performance teams working in a healthy and challenging work environment. on a continuous basis in the personal and professional development of our employees. We have a fully integrated production process operating at full capacity, thus ensuring a supply of quality products at competitive prices. Over the past two years, we have been working to further improve our industrial performance by, firstly, implementing operational stability techniques, aimed at greater efficiency, and, secondly, seeking increasingly to integrate sustainability concepts into our business. Currently, the Votorantim Group s subsidiary, Votorantim Energia, generates 75% of the electric power consumed by our production plants. We seek to develop our own Cuiabá (MT). The project, which is in the pre-feasibility study phase, is for a plant with an annual production of 55 thousand metric tons of zinc, 20 thousand metric tons of lead and 4 thousand metric tons of copper, as well as gold and silver as by-products. One of our priorities is to contribute to the social and economic development of the communities where we operate. We work in partnership with the Votorantim Institute to develop social responsibility projects that deliver value to local communities. In 2013, almost 30 thousand people benefited from our 50 social projects in the areas of education, work, culture and sport. polymetallics (with an emphasis on the production of zinc and nickel) and aluminum

11 Nickel In the nickel business, although there was an increase in demand during the year, especially from the stainless steel industry in China, it was not enough to sustain market prices. About 72% of the year s nickel production was exported to countries in North America, Europe and Asia. Macroeconomic uncertainties, combined with an increased supply of nickel pig iron (a lower-cost substitute product), continued to exert downward pressure on nickel prices, which fell 13% on the LME. Our decision to temporarily suspend operations at the Fortaleza de Minas (MG) plant will negatively impact our production volume in In 2013, our annual nickel sales volume grew by 3%, rising to 34.8 thousand metric tons. Aluminum There was a surplus of production in the global aluminum market, since the expected recovery of demand did not materialize. Additionally, inventories remained high, resulting in a 9% drop in the LME price. In Brazil, the production of primary aluminum fell by 9%. The biggest challenge facing the industry is the high cost of energy. In this respect, we have a competitive advantage since we obtain a substantial percentage of our electric power requirements from our company-owned hydroelectric plants at the Juquiá Complex (SP), which are connected directly to our plant. Furthermore, to improve our gross margin, we focused our sales efforts on the Brazilian market, and on the higher value-added products. Our sales volume in the domestic market grew by 13%, while exports fell by 71%. Zinc Global zinc stocks reduced during the year since production was not sufficient to meet the strong demand, especially from automotive sectors in China and the United States. Despite this, the high level of macroeconomic uncertainty dominated the good fundamentals and the price on the LME ended the year 2% lower. In Peru, we operated close to our maximum production capacity and sales increased by 8%, to 335 thousand metric tons, destined mainly for export. The combined total of the zinc export sales of our operations in Peru, the US and Brazil was 462 thousand metric tons. In Brazil, our zinc production was sold mainly into the domestic market. Sales rose by 9% as a result of higher production and demand by the automotive, civil construction and white goods sectors, which are our main customers. THE USES OF ZINC IN EVERYDAY LIFE Besides being widely used in civil construction, zinc is also present in many products used in industry, agribusiness and for human health. In the industrial segment, zinc and its derivative products are, for example, used in: antennas, metal posts, cosmetics, buckles, bags, tires, castings, parts and paints for household appliances, automotive parts, electrical equipment, deodorants, wood preservatives, welding, galvanizing of steel parts (to prevent corrosion), paints, rubber, plastics, metal roof tiles, illuminated panels, kinescope screens, fluorescent lamps, batteries, among other applications. In agriculture, the use of zinc (in fertilizers, for example) has contributed to improved productivity. The lack of this mineral causes plants to suffer a type of stress that affects their growth and makes them vulnerable to attack by diseases. In healthcare, zinc is important for the prevention of diarrhea, pneumonia, malaria and malnutrition. It also contributes to the prevention of diabetes, the formation of collagen and anti-aging products. The lack of zinc in the organism retards the accumulation of bone mass, increases the risk of osteoporosis and skin lesions, slows the healing of wounds and stimulates the occurrence of acne and white spots on nails.

12 Business Overview REPORT VOTORANTIM METAIS WHERE WE OPERATE Our Head Office is located in São Paulo. Our units are as follows: Aluminum Alumínio (SP) metallurgy Itamarati de Minas (MG) mining and processing Miraí (MG) mining and processing Poços de Caldas (MG) mining and processing Metalex metallurgy Nickel São Miguel Paulista (SP) metallurgy Niquelândia (GO) mining and processing Fortaleza de Minas (MG) mining and processing* * Activities were temporarily suspended as from 09/25/2013 Zinc Juiz de Fora (MG) metallurgy Paracatu (MG) mining and processing Três Marias (MG) metallurgy and zinc oxide Vazante (MG) mining and processing Cajamarquilla (Peru) refining Milpo (Peru) mining Salzburg (Austria) sales office USZINC VM Houston (Texas, USA) commercial office and metallurgy (metallic zinc and zinc powder) USZINC VM Coldwater (Michigan, USA) metallurgy (zinc oxide) USZINC VM Clarksville (Tennessee, USA) metallurgy (zinc oxide) USZINC VM Millington (Tennessee, USA) metallurgy (zinc oxide) Changshu (China) metallurgy (zinc oxide) Shanghai (China) sales office We also have mining offices in Argentina, Canada, Colombia and South Africa

13 Business Overview REPORT VOTORANTIM METAIS TEMPORARY SUSPENSION OF NICKEL PRODUCTION AT THE FORTALEZA DE MINAS (MG) PLANT In September 2013, we temporarily suspended nickel matte production activities at the Fortaleza de Minas (MG) plant, due to the unit s lack of competitiveness. The decision was based on economic feasibility studies, carried out over a long period of time. These studies indicated, among other things, that the volatility of current nickel prices and exchange rates in recent years, associated with an unstable supply of raw materials, from both internal and external sources, and the current tax policy have caused the highly unfavorable economic performance of the unit and made it temporarily unviable. Since we are committed to transparency and open dialogue in relations with our various stakeholder groups, we informed the employees in Fortaleza de Minas about the temporary suspension of production on the same date that we began negotiating with the Union of Workers in the Extractive Industries (Sintex). We looked for opportunities to transfer employees to other units of Votorantim Metals and Votorantim Industrial. Approximately 20% of the total number of employees of the Fortaleza de Minas plant has been referred for internal relocation. We are analyzing other outplacement alternatives for the remaining employees, with the support of a specialized company. STRATEGY We have adopted sustainability as the common thread running through our business strategy. More and more, and with increasing success, we study the changing times and future trends, in the constant search for more responsible metals and mining practices. This entails looking outside of the company, at society, and its new needs and demands, both today and in the future. When the plant was in operation, we invested almost R$ 5 million in initiatives to promote local development by fostering regional production chain programs, supporting public administration, improving education and valuing the rights of children and adolescents. From 2008 to 2013, we also invested more than R$ 2 million in the training and qualification of employees in initiatives such as training courses, scholarships and the Young Apprentice Program. Aware of its important social role, Votorantim Metals will continue to support these local development initiatives, notwithstanding the temporary suspension of the plant s activities. The plant will maintain its commitment to the sustainable development of the region by supporting the following programs: Eye on the Future program, which supports public administration; Sustainable Integrated Agroecological Production (PAIS); Votorantim Partnership for Education; Female Entrepreneurs; and the School for Parents and Children, in partnership with the Municipal Council for Children and Adolescents (CMDCA), which contributes to fostering the local production chain and to improving education and public administration. Our operating and business areas increasingly consider economic, social and environmental aspects in their decisionmaking. Every year we improve our practices and undertake our mining activities in ways that preserve natural resources and result in the lowest possible environmental impact. We seek to leave a positive legacy in the communities where we operate. We pursue a goal of zero waste. Although considered unthinkable in the past we have made good progress. The plant at Morro Agudo (Paracatu, MG) achieved this goal in 2010 and is now an inspiring example for the other operating units. In our other units, we are making progress and have developed a number of projects that will help us move towards our goal. This progress is concrete and has been recognized by society as demonstrated by the important honors and awards we received in These included the Exame Sustainability Guide Award, the Hugo Werneck Award and the Minas Gerais Environmental Management Award. In 2013, another demonstration of the seriousness with which we view sustainability, was the renewal of the environmental licenses for our units in Vazante (MG), Três Marias (MG) and Morro Agudo (Paracatu, MG). Although the normal renewal is valid for four years, we were granted an extension for six years due to our ISO certification and the fact that the plants had not received any infringement notices. We have also developed a strategy to take a step forward in fixed asset management. In 2013, we made significant progress with our operational stability project. Since we are impacted by market prices beyond our control, we must respond by defining how much volume we will produce and how much it will cost. Our strategy involves taking action on several fronts, including: managing information, by making it standardized, prioritized and relevant to decision making; and maintenance and operations, by reinforcing execution discipline and better planning. This stabilization process required a strong leadership commitment, supported by a well structured management model, with governance, processes and indicators, as well as the need for behavioral changes, to ensure the sustainability of the model. The first step was to define metrics to measure stability in a simple, yet robust, manner. Next, we defined development paths for each operation and established a goal of full stabilization at the end of a five-year cycle. We implemented a governance system to monitor the progress at all levels of the company, raising awareness and communicating the stability concept in day-to-day operations. After only one year, we can already see clear signs of greater stability, with gains in production and a reduction (per metric ton of production) in some variable and fixed costs, demonstrating that the concept has been understood by the operating units. In 2014, we will advance on other fronts, to sustain new levels of stability. One front will be the development and execution of an industrial automation plan, involving the implementation of an information systems platform, from operational processes to the management level. We have disseminated information on the best practices to achieve operational stability to all our Brazilian plants and, overseas, they are also being used in our plants in Peru (Milpo and Cajamarquilla). The trends in operational stability are monitored and reported in the Weekly Operational Stability Report, based on data which is updated daily. We want to make the most of our fixed assets, but in a steady manner, without short-term records and without sharp falls in production. We know, however, that this is a huge challenge that requires much effort. We are working to change the culture of our senior managers and other leaders, by showing the advantages of predictability and the disadvantages of abrupt changes in production. We have set specific goals for each unit, according to its degree of progress, which are carefully monitored. In general, the goal is to operate at a level higher than 90% of plant capacity without any large fluctuations up or down. All units have made significant progress, especially the Alumínio (SP) plant, which has substantially improved the production of primary aluminum. The next step is to achieve a level of stability that allows us to adopt the Six Sigma methodology and to automate processes where possible. At this stage, we will be able to see new opportunities for improvements in operational processes and certainly reap further benefits

14 REPORT VOTORANTIM METAIS CORPORATE GOVERNANCE STRUCTURE (VID) As we are a subsidiary of VID which is part of the Votorantim Group, the corporate governance structure of Votorantim Metais reflects what has been adopted institutionally, for VID and the Group as a whole. The evolution of the governance structure The Votorantim Group is a family-owned organization and has VID s corporate governance structure rests on the following pillars: adopted a corporate governance structure that regulates the relations among family members, the Board of Directors of Family ownership and control. Votorantim Participações (VPAR), Votorantim Industrial and the Executives who are qualified to manage the Industrial Industrial Companies. It also establishes guidelines for defining and Companies. structuring the succession process in order to create a sense of Integrated vision. trust among all the stakeholders. Control environment which is characterized by high standards of governance. VID is committed to a policy of continuous improvement and Long-term viability of the Industrial Companies. the use of best practices. It has adopted a governance structure Corporate policies and Code of Conduct guidelines. that aims to build trust and contribute to ensuring that its results are less volatile, maximize value creation and balance the A new governance structure for the organization was interests of all stakeholders. announced in late 2013, with implementation scheduled to begin in early 2014 (see the section entitled New Governance Structure below). With this new structure VID has taken another step towards strengthening the operations of its Industrial Companies, with the objective of having a more targeted focus of activity and an improvement in the management of each business. This move is expected to facilitate more depth in internal discussions and faster decision-making as well as providing more support for the Industrial Companies Boards in the search for better results. VID will now be responsible for providing guidance and also for portfolio management, through the formulation of overall strategic guidelines and new business development, and will work closely with the Board of Directors of Votorantim Participações (VPAR). This will strengthen the group s businesses, in that it will promote the greater independence and accountability of the Executive Directors and Boards of each Industrial Company. The previous governance structure was necessary to promote the dissemination of best practices, support the strengthening of VID s management system and stimulate the realization of synergies. The new governance structure will continue to be based on the principles and processes that the Votorantim Group considers essential to expressing its corporate identity. New Governance Structure VID s new governance structure is composed of: the Board of Directors of HEJOASSU, the family-controlled holding company; the Family Council; the Board of Directors of Votorantim Participações (VPAR); the Boards of Directors or Supervisory Committees of the Industrial Companies; and the Votorantim Institute. The organization s governance structure was set up initially in 2001, aiming to ensure the growth and long-term viability of our Industrial Companies, by establishing a balance between family ownership and control and the group of executives managing the various businesses The governance structure is guided by a set of principles, initiatives and management structures which are designed to promote an integrated vision of our businesses and speedier decision-making processes. It also incorporates the best governance practices of publicly quoted and family-owned companies and prioritizes a strategic long-term vision of the businesses and the collective interest, by focusing on performance and meritocracy. The constant search for improvement has resulted, in 2013, in the evolution to VID s new corporate governance structure, aimed at ensuring business continuity in the long run, and the effective development of new growth opportunities. The new governance structure includes the establishment of Boards of Directors or Supervisory Committees in all our Industrial Companies. These Boards and committees are composed of VPAR Board Members, VID executives and, in the case of some Boards, independent members. The best management practices, developed throughout the organization s history, will be perpetuated through the organization s Management DNA. This concept, currently being prepared and implemented in each Industrial Company, will ensure that the new decentralized structure will still preserve the management model and culture of the Votorantim Group. VID will implement policies and guidelines to support this process of the institutionalization of the Group s common DNA. With respect to sustainability, the organization will not have a specific corporate committee for the subject, since it is considered to be a cross-cutting theme for VID and the Industrial Companies, and is therefore part of the Group s DNA. This is in fact already the case. Firstly, all executives (senior and middle managers) now have sustainability-related goals in their individual assessment processes and, secondly, a discussion of sustainability challenges is embedded in the organization s strategic planning process. As an indication of the Group s commitment to sustainable development, VID has maintained its nine material issues and respective long-term goals. In each of VID s Industrial Companies, committees will be set up to address sustainability issues and to ensure that these issues are effectively incorporated into management

15 Business Overview REPORT VOTORANTIM METAIS VID s corporate governance structure is composed of: Board of Directors of Votorantim Participações (VPAR) This is the organization s highest governance body and is responsible for defining guidelines and the strategic direction for the portfolio, including both the industrial and financial sectors. The VPAR Board of Directors is composed of eight members, seven of whom are shareholders, resident in Brazil, and are elected by the General Assembly for a term of three years. Reelection is permitted. These seven members represent the four family holding companies. Each family holding company selects and appoints its respective members. The eighth member of the Board is an executive member. Boards or Supervisory Committees of the Industrial Companies They are responsible for business strategy, under the guidance of the VPAR Board of Directors, and the overall performance of their respective Industrial Companies. The members do not have substitutes. The absence of, or impossibility of participation by, any member creates a vacancy for the election of a new member. The term for each member is two years and may be renewed. The structure of the Board consists of: President; Vice- President; and members. The members appoint the President and Vice-President. The Vice-President substitutes the President in the case of a temporary impediment or, in case of a permanent impediment, until the end of his/her term. Votorantim Institute The Institute s main role is to be a center for the dissemination of concepts and practices regarding the relations between Votorantim and society, throughout the organization. It acts in concert with the Industrial Companies, stimulating dialogue and the adoption of sustainable practices, and approves their external social investments, which contribute to the development of the communities where they operate. Votorantim Institute Board In addition a Presidents Committee has been established, composed of the Presidents/CEO s of the Industrial Companies, which addresses common issues and the convergence of strategies, thus contributing to continuously improving the Group s Management DNA. Family Board Votorantim Institute Board Votorantim Institute Audit Committee Finance Committee 2 2 VPAR Board Compensation and Personnel Committee Votorantim Industrial Holding (VID)¹ General Management ¹ Image and Reputation Committee 2 2 Planning and Management Institutional Relations and Sustainability Mergers and Acquisitions Legal Information Technology Controlling and CSC Human and Organizational Development Family Board The Family Board represents the family shareholders, disseminating and preserving their beliefs and values. It is responsible for informing the objectives and the performance of the businesses among the family members, developing the future generations of shareholders, harmonizing the effectiveness of the succession process, and helping to develop a sense of belonging and pride. It reports directly to the VPAR Board of Directors and approves the annual budget and strategic planning of social investment actions. It has an external member (representative from the BNDES) and meets quarterly. Standing Committees The VPAR Board of Directors is advised by four Standing Committees, namely: Votorantim Financial Holding Votorantim Cimentos Board Votorantim Metais Board Fibria Board Citrosuco Board Votorantim Siderurgia Supervisory Committee Votorantim Energia Supervisory Committee Treasury and Investor Relations Audit The Family Board comprises up to three members of each of the four family holding companies making a total of up to 12 members. Each family holding company indicates its respective members. There are no independent or executive members on the Family Board. Audit Finance Compensation and Personnel Image and Reputation These committees are composed of members of the VPAR Board of Directors and of members who are not shareholders. The issues related to sustainable development are treated by all committees in a cross-cutting manner. Votorantim Bank 1- VID executives are members of the Industrial Companies Boards and Supervisory Committees. They are responsible for defining the common DNA to be included in management guidelines and macro-processes. 2- VPAR Board Standing Committees. New Governance Structure for Votorantim Metals VID s new governance structure includes the creation of a Board of Directors or Supervisory Committee in each Industrial Company, aimed at conferring greater autonomy. As a consequence the corporate Human and Organizational Development (HOD) area coordinated a project, carried out in collaboration with the other functional areas, to develop a governance and organizational structure for Votorantim Metais, as from 2014, consistent with its strategic plan. This new structure is now in the process of being implemented

16 Business Overview REPORT VOTORANTIM METAIS CERTIFICATIONS OBTAINED BY VOTORANTIM METAIS The highlights for the certifications obtained by Votorantim Metais units 2013 were as follows: ISO We renewed the ISO certification of the plants in Itamarati de Minas (MG) and Miraí (MG). The audit was conducted in March 2013, in an integrated manner. This certification is an international regulation establishing methodologies to assess, monitor and improve an organization s Environmental Management System (EMS). It seeks to strike a balance between processes that enable profitability and those which reduce environmental impacts. The Itamarati de Minas (MG) plant has been certified since 2001; the Miraí (MG) plant was certified in 2010 (two years after coming into operation). The auditors commended two of our practices as worthy of note: the innovative practices for the rehabilitation of areas mined by the company, and the support for regional social and economic development provided by the Echoes of the Forest Program. VOLUNTARY COMMITMENTS ASSUMED BY VID VID is a signatory of, or has voluntarily adhered to, the following commitments: GLOBAL VOLUNTARY COMMITMENT NATIONAL VOLUNTARY COMMITMENTS - UN Global Compact: VID has been a signatory of the UN - Open Letter to Brazil on Climate Change: VID is a Global Compact, since This is a United Nations signatory to this initiative, established in 2009, in which initiative which aims is to mobilize the business community the participating companies have taken on a series of to adopt fundamental values and internationally accepted commitments to reduce the impacts of climate change practices in human rights, labor relations, the environment and also have proposed actions to the federal and the fight against corruption. government. CERTIFICATIONS STANDARD DESCRIPTION CERTIFIED UNITS ISO 9001 ISO OHSAS ISO Certification of the Quality Management System. Certification of the Environmental Management System. Certification of Occupational Health and Safety Management. Certification of the general competency requirements for laboratory calibration. Alumínio (SP), Três Marias (MG), Morro Agudo (Paracatu-MG), Vazante (MG), Juiz de Fora (MG) and São Miguel Paulista (SP). Miraí (MG), Poços de Caldas (MG), Itamarati de Minas (MG), Alumínio (SP), Três Marias (MG), Morro Agudo (Paracatu-MG), Vazante (MG), Juiz de Fora (MG), Niquelândia (GO), São Miguel Paulista (SP) and Fortaleza de Minas (MG). Alumínio (SP), Três Marias (MG), Morro Agudo (Paracatu-MG), Vazante (MG), Juiz de Fora (MG) and São Miguel Paulista (SP). Vazante (MG) and Juiz de Fora (MG). More information is available at: More information is available at: - Vision Brazil in 2050: VID participated in the preparation of the guidelines for the document Vision 2050 Brazil organized by the Brazilian Business Council for Sustainable Development (CEBDS), the Brazilian branch of the WBCSD. The participating companies defined areas of work and the final results were presented at the Rio+20 Conference in June More information at: Brasil-2050_en.pdf 30 31

17 Business Overview REPORT VOTORANTIM METAIS HONORS AND AWARDS FOR VOTORANTIM METAIS the Três Marias (MG) plant was the second in the company s economic development of the regions where we operate. curriculum. It received the award for the first time, in 2011, As a result of the continuous improvement of our management on the optimization and reduction of water consumption in for the Morro Agudo (Paracatu MG) plant. Award for Excellence in the Brazilian Metals and Mining process, as well as our commitment to sustainable development, production processes. It demonstrated the company s Industry sponsored by the Minérios e Minerales magazine. This Votorantim Metais has been recognized by the market and by commitment to the conservation of water and the environment. Best Companies to Work For In 2013, we were included award recognized the best technologies, processes and methods society in important honors and awards, for example: One of the goals of our strategic plan for 2020 is to achieve a rate for the second time in the list of the 150 Best Companies to used in the Brazilian mining industry. We received two awards: of 100% for the recirculation of process water. In 2012, the Work For. The survey was published in the Você S/A magazine Exame Sustainability Guide 2013 In 2013 we participated average recirculation rate was 50%. One of the tools we used to and was developed with the support of the Foundation Institute Firstly, for the implementation of the Project for reducing in this evaluation for the second time and were ranked as being achieve this goal is the VM Water Balance Manual, an approach of Directors. consumption of sulfuric acid in zinc production at our plant in the benchmark company in the mining sector, that is, the most that allows us to identify, measure, record and report information Três Marias (MG). The project reduced consumption of this input sustainable company according to this guide. This achievement on the use of water. Protection Award The Vazante (MG) plant was awarded the by 75%. had a special meaning for us, since it provided clear evidence Living Well Project award by the Revista Proteção magazine. that we had reached our goal, which is to be a benchmark Minas Gerais Environmental Management Award 2013 The award gave recognition to the company s efforts to improve Secondly, for the case study entitled Emergency dangerous company in sustainability by 2020, seven years earlier than Our plant in Três Marias (MG) has been making significant the quality of life of its employees, their families and the cargos that won the award for the category Occupational planned. The guide highlighted our projects and practices aimed progress in improving its environmental management system. This community in general. Safety. It consisted of a report on the actions taken to reduce at combating waste, particularly those to reduce and/or reuse success was recognized by the Brazilian Quality Union which the risks of accidents in the transportation of dangerous goods, the waste from industrial processes. Some of these practices, in granted the unit the Minas Gerais Environmental Management Largest Brazilian Mines The mines at our units in Miraí (MG) including the assessment of the routes to be used, the transport addition to generating environmental benefits and cost Award. This award bears the stamps of the government of Minas and Buriti, Niquelândia (GO), were highlighted in the ninth edition companies, the type of cargo, the characteristics of the truck reductions, have become a source of revenue for the company. Gerais and the United Nations and recognizes companies that of the 200 Largest Brazilian Mines, an award that is sponsored by and the driver. The delivery is only released after approval or the The guide s report cited the case of the waste from copper demonstrate having a comprehensive and effective environmental the Minérios & Minerales magazine. remediation of any problems identified. processing at our Niquelândia (GO) plant that was transformed management system that contributes to sustainable development. into a raw material for fertilizers and generated R$ 23 million of The evaluation process is very comprehensive. It lasts from March Our bauxite mine at Miraí (MG) was featured in the category for The IBRAM Prize Our Juiz de Fora (MG) plant, of the nickel revenues in It also highlighted the Zero Waste Project, to December and includes the preparation and analysis of a report Mining Productivity for producing 2.3 million metric tons per business, was awarded second place in the category for Health developed by our plant in Morro Agudo (Paracatu MG). on the management system. This report is reviewed by a year of crude ore (base 2012). and Safety Policy for Third-party Staff for its project Managing commission which selects a short list of companies for an on-site Contractors. This award was granted by the Brazilian Mining Hugo Werneck Award for Sustainability and Love for audit. After a three-day audit, the team of nine issued a report, Our Buriti mine, with an annual production of 20 thousand Institute (Ibram) and recognizes individuals, companies and Nature sponsored by Grupo Ecológico. Our case study entitled without identifying the company. Finally, a committee of 22 judges metric tons of nickel laterite, 1,200 metric tons of cobalt and institutions that behave in more environmentally responsible ways Water Resource Management was the winner in the category chose the winners of the award. The award was presented by the 1,700 metric tons of copper, was highlighted in the category and encourage new actions and attitudes. for Best Example in Water Usage. The case study provided Governor and the Secretary for the Environment of the state of for Investment in Geological Exploration, for conducting information on: routine actions; investments in technology, Minas Gerais. The state retains the right to not present the award 20 thousand meters of geological drilling annually in order to Company of the Year Mining Sector Award granted to research and risk mitigation; and the impacts of these measures if, in its view, the company is considered unworthy. The award for improve the subsurface information and expand mineral reserves. Votorantim Metais by the Brasil Mineral magazine This award evaluated factors such as investments, innovation, environmental Most Admired Brands For the third time in four years, policy, human resources policy and community relations. Votorantim Metais was among the 10 most prestigious and most admired brands in a survey of 72 corporate brands conducted by 19º Fiesp Environmental Merit Award We received an the O Estado de Minas newspaper. In the overall ranking, which honorable mention in this award, organized by the Federation of included companies with and without their head offices in the Industries of São Paulo (Fiesp), for a good environmental practice state of Minas Gerais, Votorantim Metais obtained the 23rd in alumina refining, in the Alumina Trim Liquor project, at position. The brands were evaluated in six attributes: quality of Companhia Brasileira de Alumínio (CBA). products or services, social and environmental responsibility, admiration and confidence, capacity to innovate, work Oscar Urrutia Alvear Prize 2013 We received this award in environment, history and development. Panama, in the category Business Excellence, for the project Raising Performance through People project. This award was Biggest and Best 2013 We were featured in the special issue granted by the Interamerican Federation of People Management of Exame magazine s Biggest and Best 2013 for our Associations (Fidagh). It is awarded every two years and recognizes sustainability initiatives. The article highlighted our social projects, and honors both companies and professionals that contribute to carried out in 11 Brazilian municipalities in partnership with the Latin American development in people management. Votorantim Institute, which aimed to foster the social and 33

18 REPORT VOTORANTIM METAIS IDENTITY The Votorantim Group s corporate identity is made up of a set of founding principles and guidelines that together express the organization s essence. These principles and guidelines guide its market positioning, business practices and relations with its stakeholders: Vision Values Aspirations Management Beliefs Sustainability Principles VALUES Votorantim s values are represented by the acronym SEREU: Solidity To seek sustainable growth with value creation. Ethics To act responsibly and transparently. Respect To respect people and be willing to learn. Entrepreneurship To have the courage to grow, innovate and invest. Union The whole is stronger than the sum of the parts. VISION To ensure the growth and sustainability of the Votorantim Group as a large family-owned group, which is respected and admired by the communities where it operates, and is focused on creating economic, environmental and social value, based on: Ethics and values that guide responsible business conduct. Highly competitive businesses. Constant drive to incorporate creative and innovative solutions in its portfolio. People who are motivated to achieve high performance. ASPIRATIONS Votorantim s aspirations can be summarized in two objectives: To grow in the long term and in a sustainable manner. To achieve world class standards in our operations and management, comparable to those of the best global companies. MANAGEMENT BELIEFS Votorantim s management beliefs are: 35

19 REPORT VOTORANTIM METAIS SUSTAINABILITY PRINCIPLES We seek the long-term continuity and continuous expansion of our business, with appropriate and consistent results. We believe that sustainable development is vital for the organization s continued growth and is consistent with our way of being and acting. Our Sustainability Principles are aligned to the principles of the UN Global Compact and guide our emphasis on sustainable development. Votorantim Industrial Sustainability Principles Talent Development We invest time and resources in developing our talented people because we believe in and trust them. Meritocracy We believe that people are individuals and deserve to be treated fairly and in accordance with their personal performance. Excellence We believe we can always do more and better, overcoming challenges with discipline, humility and simplicity. Pragmatism We believe that it is essential to devote time and energy to what is most relevant, with objectivity and without losing sight of the big picture and the future trends. Open Dialogue We believe that an atmosphere of trust fosters open dialogue and ensures that all have room to speak and to be heard, and that a diversity of opinions leads to better solutions. Partnerships We believe our success is a result of collaborative efforts, strengthened by genuine relationships and partnerships in which everyone wins. Sense of Ownership We believe in people that take on responsibilities, work with passion and lead by example, celebrating their achievements and using mistakes as opportunities for learning. 36 In July 2013, the process for the dissemination of Votorantim s management beliefs completed two years. Thus, in order to evaluate how these beliefs were used in practice, we conducted a survey in which employees were asked to answer questions on their perception of the adoption of each of the beliefs: Talent Development, Meritocracy, Excellence, Pragmatism, Open Dialogue, Partnership and Sense of Ownership. The survey data was analyzed and, based on these results, action plans were prepared for those beliefs that needed to be strengthened. The results showed that 98% of employees said they knew about the beliefs; the best results for the practice of beliefs were for Open Dialogue (63%), Sense of Ownership (60%) and Excellence (58%). HERE, WE ARE CONSTANTLY TRYING TO IMPROVE. OUR BELIEFS SHOULD BE A GUIDE FOR OUR DECISION-MAKING. IN THIS WAY, WE COULD SEE THEM BEING PUT INTO PRACTICE. This was the opinion of an employee at the VM plant in Três Marias (MG) this plant had the best result measured by the Belief Meter ( crençômetro ), the nickname given by the employees to the survey which assessed the level of knowledge and practice of the management beliefs. 1. To be recognized by society as a socially and environmentally responsible company. 5. To be committed to the welfare, and health and safety of our employees, customers and partners. 2. To have sustainability as a strategy, guiding governance, management, education, and investment decisions, thereby creating value. 6. To contribute to the development of the communities where we operate. Sustainability is a cross-cutting theme in Votorantim Industrial. In line with this Votorantim Metais has established a team, in the Directorate for Management and Sustainability, dedicated to promoting the inclusion of sustainability principles in day-to-day business activities. Furthermore, we have thematic teams for energy, water, emissions and waste that discuss and propose solutions to improve eco-efficiency. 3. To consistently improve our economic, social and environmental performance, striving to achieve world-class standards of efficiency and operational reliability. 7. To encourage the cooperation and participation of all employees and stakeholders in building partnerships and working together in order to generate value for all. 4. To be recognized as a company that attracts, develops and retains talent to create value and build a fair and inclusive society. In order to be transparent in our actions and show society how sustainability is present in our daily lives, we have reformulated our sustainability website. We have published information on our major environmental projects and initiatives. We also give tips on reducing waste and emissions and on the rational use of water and energy. 37

20 IDENTITY REPORT VOTORANTIM METAIS CODE OF CONDUCT Complaints are recorded in a stand-alone system. Investigations The Votorantim Group s Code of Conduct was launched in 2005 to provide the basic guidelines for our day-to-day business activities. The Code expresses our commitment to ethics in our VOTORANTIM RECOGNIZED FOR ITS ANTI-CORRUPTION PROGRAMS are carried out by Corporate Audit, which sends the results to the Ombudsman, who in turn replies to the complainant. VID S INTERNAL AUDIT: THE GUARDIAN OF CORPORATE CULTURE relations with customers, employees, shareholders, suppliers, government, media, communities and society in general. It is a tool for daily use, to guide actions and decisions. The Code is mandatory for the organization s employees and also serves as a reference for relations with Votorantim s partners and suppliers. Votorantim employees in Brazil or overseas, contract staff, In 2013, Votorantim was recognized by the non-governmental organization Transparency International as one of the best performing Brazilian companies for anti-corruption programs. The study evaluated the practices of 100 emerging market companies in 16 countries. As a consequence of the new Votorantim Industrial governance structure, in addition to the Corporate Ombudsman, each Industrial Company will have its own Ombudsman. This new model will be implemented gradually. Complaints will be dealt with in bimonthly meetings between Internal Audit and the respective Conduct Committees (Votorantim The Internal Audit Department is a part of the set of structures and guidelines that we call corporate lines of defense. This corporate security framework consists of four lines of defense: partners, suppliers and other stakeholders have access to the Code of Conduct, which is available in several languages at: Paginas/codigoConduta.aspx As well as the Code of Conduct we also maintain a framework of internal policies and standards, such as the Global Corporate Anti-Corruption Policy that addresses issues such as bribery and payment facilitation, accounting rules, establishment of internal controls and management of third party staff. This policy applies to all our operations and is consistent with the Foreign Corrupt Practices Act (FCPA-USA) and the Bribery Act (UK). To protect the organization and ensure the legal compliance of its operations, we can count on: Code of Conduct. Compliance policies and programs in accordance with national and international anti-corruption laws. Corporate policies for electoral donations. Training courses on compliance policies and issues for managers and other employees. Ombudsman Industrial or the Industrial Companies, as appropriate). The Corporate Conduct Committee is composed of representatives of the Conduct Committees of the Industrial Companies, Internal Audit, the corporate areas of Legal and Human and Organizational Development (HOD). It is responsible for: handling special cases submitted by the Conduct Committees of the Industrial Companies; establishing criteria for cases which are not provided for in the Code or in situations of conflicts of interest; ensuring uniformity in the criteria used; and for promoting the good functioning of the Ombudsman system in the organization. In order to align the guidelines and decisions and formalize the way of working, an Ombudsman Policy has been developed, 1st line of defense: Internal Controls models, processes and procedures implemented across the whole organization to ensure that organizational objectives are achieved. 2nd and 3rd lines of defense: Analysis and monitoring of all factors that can affect the development of the business and the sustainability of the organization. This is overseen by the Risk Management and Compliance functions. 4th line of defense: Internal Audit assists the VPAR Board of Directors (as well as the Board of Directors or Supervisory Committee in each of the Industrial Companies) to perform the role of supervising and monitoring business activities. The Votorantim Ombudsman is available to all stakeholders (in Brazil and overseas) employees, suppliers, customers, communities, media and others for any issue, but especially for those covered by our Code of Conduct, such as harassment (moral, sexual) discrimination, suspected fraud, abuse of power, embezzlement, illegal acts and other forms of non-compliance. which is valid for the whole organization. The remediation process follows the principle of consequence management for recurrent cases and is applied according to the organization s Code of Conduct. Consequences include: guidance, warnings, transfers/reallocations and/or dismissals/ cancellation of contracts. Internal Audit will play a predominant role in ensuring that the new Votorantim Industrial corporate governance structure develops in a mature manner. Because of this the area was upgraded and restructured in 2013 with the aim of seeking continuous improvement and making it attuned to the organization s new situation. All requests and complaints are treated as confidential (identification is optional) and with impartiality. The Ombudsman can be accessed in the following ways: Under the new governance structure Internal Audit will have its own area in each Industrial Company, thus helping to ensure the implementation of common policies and guidelines and the strengthening of Votorantim s corporate identity. In addition each Industrial Company will have its own Audit Committee. TELEPHONE

21 IN 2013, OUR EBITDA GREW STRONGLY, BY 30% IN METALS AND 39% IN MINING. VOTORANTIM METAIS BUSINESS MODEL AND PERFORMANCE FINANCIAL PERFORMANCE Our financial performance highlights were as follows: Metals Global zinc stocks reduced since production was not sufficient to meet the strong demand, especially from automotive sectors in China and the United States. Despite this, the high level of macroeconomic uncertainty dominated the good fundamentals and the price on the LME ended the year 2% lower. In Peru, we operated close to our maximum production capacity and sales increased by 8%, to 335 thousand metric tons, destined mainly for export. The combined total of the zinc export sales of our operations in Peru, the US and Brazil was 462 thousand metric tons. In Brazil, our zinc production was sold mainly into the domestic market. Sales rose by 9% as a result of higher production and demand by the automotive, civil construction and white goods sectors, which are our main customers. There was a surplus of production in the global aluminum market, since the expected recovery of demand did not materialize. Additionally, inventories remained high, resulting in a 9% drop in the LME price. In Brazil, the production of primary aluminum fell by 9%. The biggest challenge facing the industry is the high cost of energy. In this respect, we have a competitive advantage since we obtain a substantial percentage of our electric power requirements from our company-owned hydroelectric plants at the Juquiá Complex (SP), which are connected directly to our plant. Furthermore, to improve our gross margin, we focused our sales efforts on the Brazilian market, and on higher value-added products. Our sales volume in the domestic market grew by 13%, while exports fell by 71%. In the nickel business there was an increase in demand during the year, especially from the stainless steel industry in China, but not enough to sustain market prices. Macroeconomic uncertainties, combined with an increased supply of nickel pig iron (a lower-cost substitute product), continued to exert downward pressure on nickel prices, which fell 13% on the LME. Our decision to temporarily suspend the activities of Fortaleza de Minas (MG) will impact the volume of production in In 2013, our annual nickel sales volume grew by 3%, rising to 34.8 thousand metric tons. The net revenue for 2013 for Votorantim Metais totaled R$ 8.4 billion, with zinc accounting for R$ 4.0 billion; aluminum, for R$ 3.1 billion; and nickel, for R$ 1.3 billion. The increased sales for zinc and aluminum in the Brazilian market contributed positively to this result, since the effect of the devaluation of the R$/US$ exchange rate more than offset that of the fall in LME prices (in US$). On the other hand, the net revenue from nickel sales fell by 5%, since the significant drop in the LME price (in US$) was not fully offset by the devaluation of the R$/US$ exchange rate. The total cost of goods sold for aluminum fell 2%, due to the lower sales volume. For zinc, the cost of goods sold rose by 3%, due mainly to the higher sales volume. For nickel, the cost of goods sold rose by 4% due to the higher sales volume and an increase in the cost of energy inputs. Our total EBITDA grew strongly, by 30%, to reach R$ 968 million in 2013, with the EBITDA margin rising to 11%. These improvements were due to: the greater operational stability of our plants; a focus on cost control; reduced administrative costs; the sale of excess energy; and the net effect of the devaluation of the R$/US$ exchange rate. Mining In 2013, the global mining situation was affected by a reduced growth rate in China, which is the main customer for mineral commodities, and lower LME prices. Despite this, our Milpo operations achieved a significant increase in sales volume, 16% higher than the previous year, due to the organic growth of our mining activities, and increased metal production volumes due to higher metal ore grades. We obtained a 23% increase in concentrated ore compared to the previous year, as a result of expansions at Milpo s Cerro Lindo and El Porvenir plants in Peru. We increased the annual production of lead and zinc concentrates by 49% and 17%, respectively. Due to the combination of production expansions, higher metal ore grades and improved operating performance, we increased EBITDA by 39%, and EBITDA margin by 6%, compared to

22 Votorantim Metais Business Model and Performance REPORT VOTORANTIM METAIS PRODUCTS, SERVICES AND CUSTOMERS We have the following range of products: zinc, nickel, aluminum, cobalt, cadmium, anhydrous sodium sulfate, copper sulfate, zinc oxide, sulfuric acid, metallurgical coal, limestone powder and mineral concentrates. Zinc Special High Grade (SHG) Zinc Zamac Special Zinc Alloys Zinc Powder Zinc Oxide Agricultural Lime Powder: Concentrates Sulfur Dioxide Sulfuric Acid Copper Sulfate Cadmium Nickel Electrolytic Nickel Nickel Coins Cobalt Anhydrous Sodium Sulfate Sulfuric Acid Our products and services are used in many every day applications, principally in the civil construction, consumer goods, packaging and transportation market segments. Galvanized and electrolytic galvanizing processes for ingots, jumbos and granules. Die-casting and centrifugal casting. Zn4E, Galfan and ZnNi alloys and the development of custom alloys according to customer needs. Production of alkaline batteries and corrosion protection paints. Vulcanization of rubber, cosmetics, zinc phosphates, drugs, glazed ceramics, polymers, agribusiness, animal nutrition, etc. Correction of soil ph and enhancement of the effects of fertilizers. Manufacture of metallic lead, silver and lead. Bleaching of pulp, sugar and kaolin, preservatives for food products and bisulfite production. Manufacture of agricultural fertilizers. Applications in agriculture, livestock, mining, electroplating and the chemical industry. Manufacture of Ni-Cd batteries, pigments for paints and metal alloys. Electroplating, super-alloys and non-ferrous alloys. Titanium Baskets. Production of super-alloys, magnetic alloys, cutting tools, chemicals, batteries, fertilizers and animal feed. Chemicals, ceramics, textiles and related industries, soap and detergent, glass and pulp and paper. Sugarcane (ethanol), pulp and paper, chemicals and fertilizers in general. We recently restructured the sales area of the aluminum business, based on an analysis of the internal processes and market demands. We redefined roles, processes, metrics and customer service investments. This represented a new approach in our relations with customers and the market. It began to be implemented in 2012 and has progressed rapidly in In the process, we changed our way of approaching the market by giving greater emphasis to our customer s market segments, thus leveraging our competitive advantages. We restructured our marketing processes and customer segmentation, and now have a different approach for each type of customer, allowing us to capture more value and deliver customer service in a more personalized way. For example, one of our initiatives to integrate processes and increase customer satisfaction was the implementation of a new functional module, Available to Promise (ATP), in the SAP System. The main benefits of the ATP module are the accessibility and completeness of information on deliveries, inventory, production and shipments, greater process automation, improvement in business management and planning and a high level of service to customers. We organized an event in May 2013 entitled Transformation and Commitment. The President of Votorantim Metals, Tito Martins, made a presentation to 50 invited guests on our action plans aimed at reinforcing our commitment to provide a high and differentiated level of service to our customers. Aluminum Plates and Coils Fine and Medium Sheets Thick Sheets Extruded Profiles Billets Rebar Ingots Buses, highway equipment, household articles, refrigerators, machinery and equipment, roofing. Food packaging and disposable packaging. Automotive heat exchangers and air conditioners. Civil construction (walls, doors, windows, seals); infrastructure equipment (molds and scaffolding); transportation (bus, highway equipment, bicycles, motorcycles, rails); consumer goods (ladders, chairs, furniture, solar collectors); and a variety of other types of machinery and equipment. Intermediate product for extruded profiles. Intermediate product for the production of wires and cables. Intermediate product for various casting products such as automotive wheels, engine and compressor blocks, as well as a raw material for all other products. TITO MARTINS ELECTED CHAIRMAN OF THE BOARD OF ABAL The president of Votorantim Metais, Tito Martins, was elected Chairman of the Board of the Brazilian Aluminum Association (ABAL) in November He was elected unanimously for the period 2013/2015. ABAL is the principal trade organization representing the aluminum industry and its member companies represent 100% of the primary aluminum producers. It organizes its activities through working committees and sector groups to address the key challenges to the sector. It also represents the interests of the industry in relations with government agencies

23 EMPLOYEE DEVELOPMENT (HUMAN CAPITAL) Our Human and Organizational Development area has been charged with the mission to build a high performance organization to support the execution of the company s business strategy. To achieve its mission the area established the following strategic objectives: Ensure that the organization has a business model, organizational structure, guidelines and policies that are appropriate to realizing the full potential of the business. Ensure that at all times we have the ability to attract and retain talent. In the area of Employee Development, we created the Supervisor Training Program and prepared an Individual Development Plan for 85% of our employees. Other highlights of 2013 were: the definition of HOD performance indicators, with monthly monitoring; and the creation of a Labor Relations Plan. Furthermore, we invested in the management of the company s reputation, through relations with the media and external stakeholders. For 2014, the challenge will be to give continuity to the initiatives implemented, based on previously defined strategic objectives, thereby strengthening our employee management practices. Ensure a pipeline of potential future leaders and the ongoing development of employees. Ensure the competitiveness of personnel costs. Contribute to the formation of the desired organization culture and positive reputation, creating value in the relations with our various stakeholder groups. Ensure that the organization s beliefs and values are lived in our daily activities. Ensure sustainable relations with our stakeholders groups, thus adding value to the business. In 2013, we made progress on several fronts. We initiated a process of organizational restructuring, which will be implemented in 2014, aimed at making it more consistent with our business strategy. We developed a Home Office Policy and established a Valuing Diversity Committee, which set a short-term priority of hiring and integrating women and people with disabilities. DIVERSITY ON THE AGENDA At Votorantim Metais we understand that the theme of diversity covers a wide range of topics such as gender, people with disabilities and even skills, among other issues. In 2013 we set up a Valuing Diversity Committee, to address the theme. The committee is chaired by the Social Responsibility area and composed of professionals from the DHO, Health, Sustainability, Legal and Communications areas. In order to give the subject focus and begin to produce results, the committee chose women and people with disabilities as the first priorities. For 2014 we have approved the Valuing Diversity Program consisting of 23 actions on specific issues such as recruiting, retention, development and organizational culture. We started the year with a campaign to increase the number of women in the company. Also on the subject of women, in 2013 we approved a policy of granting up to six months maternity leave. The employee must request this within 30 days of the baby being born. We are studying the possibility to establish six months leave as standard practice, except in cases where the employee formally objects. In 2014, we will launch a pilot project to establish a breastfeeding room.

24 HEALTH AND SAFETY INNOVATION/RESEARCH (INTELLECTUAL CAPITAL) The safety of the people working in our units is the top operational priority. Our goal for 2020 is that all operating units will achieve an accident frequency rate below 1, with or without lost days, and have zero fatalities. Although we are making good progress, recording better and better performances year on year, we must continue to pursue our goal very firmly. Another aspect worthy of note was the creation of the process for the Control of Critical Safety Risks. This is a structured approach to controlling the safety risks that could result in fatalities in our operations. Besides avoiding this type of occurrence, the initiative aims to reduce accident frequency rates and make our operations a benchmark for occupational safety. In 2013, we began to monitor employees health-related indicators such as medical absenteeism (above and below 15 days), causes of absenteeism and body mass index. We inaugurated the healthcare program, in partnership with the health plan operators, to monitor chronic diseases and, when necessary, help employees who had difficulties in controlling their health problems. We believe that this healthcare initiative is We have three lines of research and development projects in relation to processes aimed at: Increasing energy efficiency and reducing greenhouse gas emissions. Increasing water efficiency. Reducing waste generation. In 2013, our accident frequency rate with or without lost days (level 2 and above) improved by 40%. We reduced the rate from 4.76 in 2012 to 2.89 in Unfortunately, despite all our efforts, three fatal accidents occurred with third party staff (two in Milpo, Peru and one in Juiz de Fora (MG). Our challenge is to eliminate the occurrence of fatal accidents. During the year, we organized a number of workshops on safety with employees in positions of leadership. The aims were to carry out a critical analysis, prepare and monitor action plans to identify opportunities for improvement, with a focus on reducing accidents. These workshops were fundamental to our achieving an improvement in the accident frequency rates. In Brazil, the Vazante (MG) plant, with a rate of 0.83, São Miguel Paulista (SP), with a rate of 0.68, Niquelândia (GO), with a rate of 0.96 and Minerações da CBA (MG), with a rate of 1.04, achieved above average performance. Our plant in Cajamarquilla, Peru has been consistently lowering its accident frequency rate (to 0.99), and received an award from the Peruvian Ministry of Labor for its good practices in health and safety management. Another highlight was the positive results of the Safe Behavior Program. By careful analysis of the operational activities it seeks to strengthen safety practices and reduce the occurrence of behavior that could lead to accidents. Our figures on safety performance include third-party staff, but do not consider accidents while traveling. Currently, for third parties, we have a manual on Health and Safety and the Environment and only authorize the entry of trucks into our operating units after a safety inspection (brake lights, direction indicators, sidelights, etc.). On the topic of health, we made a survey of occupational health in The survey covered all of our units including and our health programs. Based on the results of this survey we developed plans for medium and long term actions, aiming to improve occupational health management. We have prepared a manual of the best market practices in terms of occupational health, which we will revise and implement in all units, in Brazil and abroad, and will also establishing a governance system for them. beneficial both for the employee, caring care for his/her health, and the company, reducing absenteeism and improving its control over chronic diseases and their possible consequences. We have established agreements with fitness centers and physical education professionals, who offer discounts to those employees interested in working out. In 2014, we will continue to give priority to the health and welfare of our employees. We intend to review the menus at the restaurants in our units to ensure they offer healthier food choices. Furthermore, in 2013, in our headquarters in São Paulo, we replaced the snacks and soda vending machines with a trolley containing light sandwiches, juices and cereal bars. Our plant in Vazante (MG) was awarded the Brazil Protection Prize 2013 for Occupational Health and Safety for its Living Well Program, an initiative focused on employee quality of life. More information on this award can be found in the section in this report on Honors and Awards for Votorantim Metais, in the chapter Business Overview. In relation to increasing energy efficiency and reducing greenhouse gas emissions we are exploring four areas of innovation: Substitution of liquid and solid fossil fuels, such as oil and coke, at our plants in Niquelândia (GO), Três Marias (MG), Juiz de Fora (MG) and Alumínio (SP). Recovery of energy from hot process water and slag, at the plants in Niquelândia (GO), Juiz de Fora (MG) and Aluminum (SP). Reduction of the specific consumption of all types of energy and in all Votorantim Metais units. Self-generation of electric power from renewable sources at our plants, particularly solar-powered energy. All together, we have 15 research projects, which are applicable to all Votorantim Metais units, such as: use of fuel oil from renewable sources in our three businesses; use of bio-gas in Niquelândia (GO), Três Marias (MG) and CBA (SP); heat recovery in general (from gases, solids and liquids) aimed at reducing steam consumption in all plants; process automation with a focus on reducing energy consumption; use of biomass in our metallurgical processes; etc

25 REPORT VOTORANTIM METAIS expensive) and dispose of a hazardous waste. The Companhia Brasileira de Alumínio (CBA) generates 1,500 metric tons per month of this waste, which has a high storage cost. Another good example is the case of tailings dam (in Barragem de Palmital), which stores waste from the aluminum production. We aim to increase the life of the dam, avoiding a cost of R$ 300 million for the construction of a new dam. Since the problem of this waste is the large volume of liquid we studied the possibility of using giant-sized filter-presses, to separate the solid portion from the liquid. The dry residue is much easier to store and handle and occupies less space. Pilot tests indicate that it is possible to reduce the waste to 80% solids. Consequently, new estimates indicate that not only is it possible to double the dam s useful life by 2030, but it might be feasible to extend it until We will carry out further tests in 2014, using larger filters. We estimate that we could start operating effectively with the new configuration, as from We have patents in the areas of mineral processing and in the metallurgical processes for zinc, nickel and aluminum. One patent is related to the integrated treatment of zinc sulfide and oxide concentrates. Our plant in Três Marias (MG) is the only one in the world with this production process. In 2013, we registered a green patent for the use of the waste originating from the aluminum furnaces. We also seek to develop technologies to improve the viability of new mineral deposits and extend the life of existing ones, in view of future trends, and to discover methods for the recovery of lower-grade ores, including from dam tailings, in order to prolong the useful life of our mines and thus improve business performance. Our strategic innovation governance is divided into four pillars, with people, our employees, being the most responsible for the generation and implementation of all innovations. CORPORATE GOVERNANCE/TECHNOLOGY AREA With regard to improving water efficiency, we are plant. In the case of water efficiency, we have a partnership researching two areas of innovation: Recirculation of industrial water and general reduction of water consumption at industrial plants. In this area, we have 18 research projects, including: filtration of water ions in waste water at Três Marias (MG), Niquelândia (GO) with the Federal University of Minas Gerais (UFMG), which assists us in the theoretical background and the planning of testing, in laboratory practices and in the pilot study, which are then carried out in Votorantim Metais plants. We believe that technology to be a key differentiating Innovation Strategy Performance (economic, environmental, social) and São Miguel Paulista (São Paulo SP); factor in developing incremental improvements in products Decanting and cycloning of final sludge from nickel, zinc and processes. With these research and development and aluminum production processes in order to recover the water, before the final disposal of waste, and send it initiatives and technology projects, we aim to generate revenues and/or reduce costs, and at the same time People directly to filtration. Among other types of technology, we have chemical and physico-chemical treatments such as water softening and the chemical precipitation of unwanted elements, such as magnesium, in the contribute to the sustainability of the business. We have a goal to achieve zero solid waste, and 100% recycling of waste water by The waste from one process can be used as an input to another. Innovation Processes Industry and Government Intelligence industrial waste water of all our plants. In relation to reducing waste, a good example of one of our The innovation process at Votorantim Metais is based on a initiatives is the case of the waste from aluminum furnaces; it is a tripartite model, with the participation of the company, toxic, class 1 hazardous material, which must be disposed of in a universities and/or technology centers and government, as well secure landfill. In an attempt to find a solution we are testing the as partner companies. In relation to energy efficiency, we have use of this waste as one of the energy inputs in our Niquelândia established a partnership with the Institute for Technological (GO) plant. Since the nickel production process consumes high Research (IPT). The IPT assists us in the technical discussions on volumes of fuel oil, the use of this waste as an alternative energy conducting reliable measurements for testing fuels at our pilot input would reduce the consumption of fuel oil (fossil fuel and 48 49

26 Votorantim Metais Business Model and Performance REPORT VOTORANTIM METAIS These four pillars are an integral part of our open innovation strategy, where we sell both our own ideas and innovations from other institutions, seeking to bring sustainable products to the market that can add value for both the shareholder and society. research development sales and marketing internalization of technology ideas licensing of patents internalization of patents/know-how for development internalization of prototypes for scale-up spin-offs Time Innovation/Research Financing Despite the short-term difficulties in the mining industry, we are optimistic about the continuity of our research and development projects. In December 2013, we signed a loan agreement in the amount of R$ 140 million with FINEP Inovação e Pesquisa to finance internal costs, mining exploration projects and the Alumina Rondon project. Another way to finance our investments in research and development and innovation is to obtain grants (non-refundable) such as those provided by Embrapii (Brazilian Company for Industrial Research and Innovation). Embrapii is a pilot project created in December 2011 to stimulate innovation in Brazil. We have already signed agreements for eight new projects and have others awaiting approval. One grant was for the development an innovative system of fuel combustion, aimed at reducing the consumption of fossil fuels. The projects are developed in partnership with Senai-Cimatec, which provides intellectual capital, laboratories, equipment and facilities. The total investment in these projects is R$ 20.9 million. This positions us as one of the principal industrial companies to use this incentive system for innovation since its launch in Including the first project, Votorantim Metais is investing R$ 23.4 million under this partnership. Senai-Cimatec is one of the three national science and technology institutions accredited by the Brazilian Association for Industrial Research and Innovation (Embrapii). It is a civil society organization that is sponsored jointly by the National Confederation of Industry (CNI), the Ministry of Science and Technology (MCTI), and the Financier of Studies and Projects (FINEP). The financing of these investments will be divided equally between Votorantim Metais, Senai-Cimatec and Embrapii. Following the liberation of funds by FINEP, Votorantim Metais will invest an amount equal to one third of the budget of each project developed within the scope of the partnership. Votorantim Metais is currently the company with the largest number of projects approved by Senai-Cimatec. In terms of amounts, the projects developed by the company accounted for 32% of Senai-Cimatec s total budget. METAL RECYCLING PLANT In the Zona da Mata region of the state of Minas Gerais, we are conducting a pioneering project: the first Polymetallic plant in Brazil. With a budget of R$ 521 million, the objective of the Polymetallic project is to transform the zinc manufacturing plant in Juiz de Fora (MG), which currently uses 100% of imported raw materials, into a recycling company for the zinc production chain, by the recovery of alternative materials. In addition to the current products such as zinc, zinc alloys, copper sulfate, sulfuric acid and silver concentrate, our unit of Juiz de Fora (MG) will be able to produce lead sulfate, Waelz slag (with applications in cement and highway surfaces) and a mixed salt product (sodium and potassium chloride). Investments in equipment with a strong environmental appeal, as the Waelz furnace, enable us to process materials with low zinc content, which are not being used today. Among these is the waste generated in the Juiz de Fora plant and in our zinc mines in Brazil, as well as EAF dust, which is a toxic class I residue produced by the steel industry and which is currently disposed of in controlled landfills. In this way, the company ensures an appropriate final disposal of these materials and also reduces the need for imported zinc concentrates. Considering the capability of the Waelz furnace to process other materials containing zinc, we are equipped to treat approximately 85% of EAF dust generated by the steel industry in Brazil, which corresponds to all the EAF dust generated in Minas Gerais. Another environmental gain from this project comes from the modification of the hydro-metallurgical process at the Juiz de Fora plant, which will no longer generate jarosite, a type of sulfate which represents 80% of the waste currently generated and which is stored in a purpose-built dam. The choice of the technology used in the Polymetallic project was based on an extensive survey of the most modern processes available in the world today

27 Votorantim Metais Business Model and Performance SUPPLIER MANAGEMENT We had about 7,400 registered, approved suppliers active in We aim to increase the hiring of suppliers in the regions near our units as a way of encouraging economic development and the generation of local employment. SUPPLY CHAIN SUPPORT IN GOIÁS Under the leadership of the Federation of Industries We believe this is a way to create shared value and to make of the State of Goiás/Euvaldo Lodi Institute (FIEG/ a permanent contribution to the economy and the society IEL), we joined up with two other mining companies, surrounding our operations, the majority of which are located Anglo American and AngloGold Ashanti, to create in remote areas, a long way from major cities. It is a way to a Supplier Development Program, under the promote development and, from the very beginning, we take terms of an agreement signed in December action to reduce the local community s dependence on The objective was to train suppliers based in the mining activity. municipalities of Barro Alto, Crixás, Goianésia, Niquelândia, and Uruaçu, where the plants of the Our efforts to develop the local supply chain, especially service three companies are located. With the training providers, will contribute to the success of our projects and of these suppliers, the intention was to further constitutes part of our risk management. We give priority to the strengthen business activity near the plants, which is local labor workforce and invest in developing its technical skills, important for the sustainable development of these thereby fostering a greater commitment to the project. It is a way to eliminate the risks that are inherent in the use of migrant municipalities. LOCAL COMMUNITY DEVELOPMENT labor, such as high turnover and its consequences, which can impact time schedules and safety. Thus, in addition to considering technical and commercial factors, we are including this factor in our selection of suppliers, at all stages of the value chain. To be approved as a supplier, companies must meet requirements of management, safety and labor relations. As such they will be well prepared to be a supplier to any company with the size and high level of expectations as Votorantim Metais. Our concern for the development of suppliers begins in the project design phase and is an integral part of obtaining the social license to operate. While the areas responsible prepare the project and study its technical and economic viability, we also start to assess the local labor workforce and the approach for its training. The Supplier Development Program aims to encourage competitiveness, improve management, increase the market potential and foster a socially and environmentally responsible attitude in the supply chain. Furthermore it seeks to promote professional training and strengthen the local business associations. The training program is coordinated by the Institute Euvaldo Lodi and includes topics such as financial management, human resources, quality, marketing and planning. The agreement included the organization of three business events. The first event was held in December 2013 in Niquelândia (GO) with the participation of 24 local businesses. In 2013, in partnership with the Votorantim Institute, we invested directly or indirectly more than R$ 9.8 million in about 50 projects to develop the communities where we operate, focusing on work, education, culture, sports and local development. The projects are located in 25 municipalities in São Paulo, Minas Gerais, Goiás and Cajamarquilla (Peru). They are important initiatives, especially in remote locations, which require infrastructure and labor. It is not a question of taking the role of the government, but of acting to create the necessary conditions to enable the success of our enterprises. We also want to leave a positive legacy for these communities, in various interdependent sectors, such as education, entrepreneurship, income generation and community services. One of the points to highlight in the year was our efforts to improve the management of social projects. All projects Another new development in our social responsibility strategic plan is that the operating units, due to their proximity to the communities, will define which projects will have our financial support. To facilitate this, we classify projects according to its goal or the legacy we want to leave in the community. In locations that do not depend on the presence of Votorantim Metais, projects are focused on community relations. On the other hand in municipalities that have a deficient development structure, and are heavily dependent economically on our activities, we seek to stimulate local development, in coordination with other sectors. For these situations, we developed the Support for Public Management Project implemented in Vazante (MG), Três Marias (MG) and Fortaleza de Minas (MG), in partnership with BNDES and the NGO Qualification Project, implemented in Fortaleza de Minas (MG). In addition, we conducted projects aimed at generating undergo a quarterly evaluation by a company contracted income, employment and entrepreneurship that foster local by Votorantim Metais to analyze factors such as resource economic dynamism. management, time schedule and achievement of goals. A report is prepared and distributed to management

28 Votorantim Metais Business Model and Performance REPORT VOTORANTIM METAIS The main projects in 2013 were: Tela Viva (Itamarati de Minas (MG)) This is a cultural project, implemented in 10 municipalities, that Work Education Program (São Miguel Paulista SP) Educating for the Future Program Volunteer Program aims to stimulate market access and generate public interest (Cajamarquilla Peru) for the Brazilian audiovisual industry, through its mobile This program fosters social inclusion, human rights and In 2013, we strengthened the corporate volunteer program. cinema, which travels around city suburbs and rural districts. citizenship and looks for employment opportunities for young This program aims to improve the quality of the numerical and This year, in addition to participating in the activities organized Since 2009, nearly 250 cinema sessions were held in the Zona people from low-income families in the communities of Jardim verbal reasoning skills of adolescents and young adults in under VID s corporate program, initiated in 2008, we adopted da Mata region of the state of Minas Gerais. In 2013, the Pantanal and Itaim Paulista (São Paulo SP). The program, Cajamarquilla. It consists of training and coaching for teachers the same format of undertaking initiatives on a monthly basis, project continued with public cinema sessions and supported which is offered in partnership with the National Service of and students in selected public high schools in the region. The from March to November, in our plants in Cajamarquilla (Peru), film production in these communities. In partnership with local Commercial Learning (SENAC), gives young people the program was set up in 2013 and has since then has benefited Juiz de Fora (MG), and São Miguel Paulista (São Paulo SP). governments, it provided transportation to take students and opportunity to experience working in large companies and 461 people, with a total investment of R$ 373,147. teachers to cinemas and theaters in the region. The project cost helps them to gain access to the formal labor market. From These initiatives were carried out in partnership with civil R$ 250 thousand, funded by the Rouanet Law tax incentives, 2010 to 2012, 240 young people completed this program. Três Marias Printing Project (Três Marias MG) society organizations and schools, such as the partnerships and 12 thousand people participated. In 2013, over 120 young people were trained and the with the NGO TETO (Roof), which helps build emergency investment in the year was R$ 269,350. This project, which began in 2013 and was inaugurated in April housing for families in highly vulnerable situations and the NGO Echoes of the Forest Program (Miraí MG) 2014, was to support the establishment of a cooperative of Grupo Terra (Earth Group), which provides recreation and Future in Our Hands (São Paulo SP) seamstresses, called Coopermoda, to sell clothing and uniforms entertainment for the visually impaired. In the Cajamarquilla, This program, which started in 2010, aims to establish the to businesses and schools in the region of Três Marias (MG). Juiz de Fora and São Miguel Paulista plants, our actions were basic conditions for sustainable regional development, with the This program aims to train young people to work in Votorantim Metais executed a project, with the support of the focused on education, and targeted at meeting the needs of participation of government, business and civil society. In one metalworking and the installation and maintenance of Votorantim Institute s Networks Program and the BNDES, to local public schools and supporting youth entrepreneurship. In of its initiatives, the Training Public Managers Project, 94 aluminum frames as well as help them gain access in the labor assist the cooperative in building its own facilities, acquiring 2013, about R$ 70 thousand was invested in these initiatives, people, including 80 government representatives and 14 market. It provides coaching and training for the labor market, machinery and providing training for the cooperative s members which benefited 3,727 people. representatives of social organizations and community leaders formed by a network of partners in various business sectors. on subjects such as sales, orders, inventory, customer service and participated in training courses. In another initiative, the Forum Since 2006, the project has trained more than 400 young pricing. One of the group s goals, for the future, is to produce We also organized a V DAY, in celebration of National Project, we organized meetings in nine different locations to people and helped 60% of them obtain employment. In 2013, uniforms for the Votorantim Metais plant in the town. Volunteer Day on the August 28th. On V DAY, all our units prepare a regional development plan. The initiative on Training the investment was R$ 274,168, and benefited more than undertook social actions together with civil society for Rural and Ecological Community Tourism provided training 80 people. The average monthly income achieved after training Flavors Farm Project (Niquelândia GO) organizations. In 2013, 315 volunteers participated in these for 109 participants in 11 workshops, and produced three under the program was R$ 800. initiatives and 1,384 people were benefited. Volunteering is a development plans for rural tourism. At the end of 2013 the This is another local development project supported by the way for the company to encourage employees to carry out acts program began strengthening the Development Agency for the Quality of Life and Sustainability for Pig Breeders Votorantim Institute s Networks Program. It aims to expand the of citizenship and promote social transformation in the Zona da Mata region (ADEMATA), aiming to consolidate the Program (Cajamarquilla Peru) production of bread, cakes and cheese bread that are prepared locations where it operates. sustainability of the process carried out in the region. In 2013, by a cooperative of women in Niquelândia and sold to local R$ 100 thousand was invested in this program. This program, which has been in operation since 2012, schools. We supported the cooperative in the acquisition of Maintaining good relations with the surrounding communities provides training in pig breeding for 35 families living in the machinery and provided training. The cooperative s new is a very important priority for Votorantim Metais. In order to Eye on the Future Program (Fortaleza de Minas MG) Cajamarquilla region. The objective is to improve the quality facilities were opened in 2013, which will allow it to serve new establish a formal direct channel with the neighboring of life of these families by setting up a supply chain and markets. Up to the present it has operated on a work-to-order communities we have developed a system and methodology Since 2012, this program has been working to strengthen the improving hygiene, sanitation and safety. Investment in 2013 system with the products being delivered to schools for for dealing with social incidents and handling complaints. The smallholder farmers that participate in the PAIS project was R$ 91,200. The expected monthly revenue of the families immediate consumption. With the new facilities it will be able system provides information on the receipt, recording, (Sustainable Integrated Agro-ecological Production), focusing is equivalent to R$ 780. to freeze its products and so diversify how it supplies the processing, time periods of complaints and the feedback given on developing innovative technologies and improving sales by market, allowing it to serve supermarkets, hotels and other to the complainant. the identification of new markets. The 60 participating farmers commercial establishments. sell their produce to the Full Table Program, the Zé Maia In 2013, the system was tested in a pilot study carried out at Supermarket and two state schools. In 2013, R$ 216,960 our plant in Três Marias (MG). was invested in this program. 54

29 FRESH VEGETABLES FREE OF PESTICIDES Smallholder farmers Jonathan Viana and his wife Eneida are happy and proud. Together with another 10 smallholder farmers from rural areas in Fortaleza de Minas (MG), they are now suppliers of the Walmart supermarket in Passos (MG). They are supplying vegetables, such as carrots, beetroots, eggplants, peppers, zucchini, cabbages and cauliflowers, and all their products are free from pesticides. In December 2013, the Agro-ecological Producers Association of Fortaleza de Minas (Apafort), in which Jonathan and Eneida have participated from the beginning of the project, made its first trial sale of fruit and vegetables to Walmart. After just the weekend, nearly all the products had been sold. We are sure that those who bought them will like them they declared. To meet Walmart s requirements and close the contract, Apafort had to develop a nutrition label, bar code, packaging, and a standardized visual identification of the space where its products would be displayed. A standard display layout was also developed in accordance with the legislation and the market practices for horticultural products. Apafort receive consulting support from the Fortaleza de Minas Agency for Socioeconomic Development (Adesfort), which in turn is sponsored by Votorantim Metais and the Votorantim Institute. This support for Adesfort is just one of our actions for economic and social development in Fortaleza de Minas (MG). We carry out other initiatives in partnership with the Fortaleza de Minas municipal government, the Municipal Council for the Rights of Children and Adolescents (CMDCA), the Fortaleza de Minas Artisans Association (ASSOCIART), the Institute BioSistêmico (IBS) and the Passos Higher Education Foundation (HSPA). COMMITMENT TO THE COMMUNITY We believe that our commitment to the community begins even before the start-up of our operations. Therefore, in parallel with the technical studies for the Alumina Rondon Project, which will build an alumina plant on a greenfield site in Rondon do Pará (PA), we began to work on a Public Administration Support project. In partnership with the Votorantim Institute and the BNDES, we provided specialized technical assistance and training to municipal governments for the preparation of projects and plans aimed at the modernization of public administration and the improvement of the municipal infrastructure. In Rondon do Pará, we plan to carry out the following initiatives: a survey of the situation of the basic sectors; provide training for public administrators and civil service staff to prepare plans for their areas; the joint development of projects to raise funding; and, finally, providing assistance to obtain funding, both interest-paying and interest-free, from state and federal government sources. In 2013, the program invested R$ 764 thousand and a further R$ 986 thousand has been committed for the next few years. In addition, we initiated two training courses, one in partnership with SENAI, for 140 students, and the other in partnership with the Federal Institute of Pará (IFPA), for 300 students. These 440 students completed their courses in the first quarter of We believe that by 2015 it is feasible to provide training for approximately an additional 8 thousand students, in the municipalities of Rondon, Abel Figueiredo and Dom Eliseu, in Pará The Rondon Alumina Project is an integrated facility composed of a bauxite mine and an alumina refinery and is located in Rondon do Pará, which is near the city of Marabá, in the southeast of the state of Pará. Alumina (aluminum oxide) is produced by refining bauxite. Although alumina is mainly used for the production of primary aluminum, it is also used in the manufacture of special ceramic products, such as electrical insulators. The project has been prepared in line with best market practices. For example, some of the features worthy of note are: the rehabilitation of mined areas to return them to their original uses; the co-generation of power and steam; the 100% reuse of water; and the disposal of waste in a dry form. The project is currently in the process of environmental licensing. After obtaining the licenses and the approval to go ahead it will take three years of construction before the start-up of operations. The facility will have an annual capacity to process 7 million metric tons of bauxite and produce 3 million metric tons of alumina. 57

30 Votorantim Metais Business Model and Performance REPORT VOTORANTIM METAIS the 1,500 metric tons of waste generated monthly in the metric tons of waste per year. Of this total, we have already reused aluminum business. As a result, we could both reduce the or eliminated 27%. For a further 33%, we have developed a WORKFORCE TRAINING This work is being developed by the Energy Technology area, which was set up in 2012 with a focus on developing projects consumption of fossil fuel and high cost in the Niquelândia plant and dispose of a hazardous waste with a high cost of technological solution, but implementation will depend on making it economically viable. For the remaining 40% we have ongoing As preparation for the Rondon Alumina we participated to improve energy efficiency and reduce greenhouse gas storage. research projects. in the organization of training courses for the regional emissions, primarily in two areas: workforce. These developments were made possible by an investment of The scope of these projects goes well beyond simply treating The courses will train around 9 thousand people up to 2015, in the municipalities of Rondon do Pará, Dom Eliseu and Abel Figueiredo, in Pará They will be able to compete for about 6 thousand jobs for the project implementation and 1,600 jobs for the operation of the alumina refinery and bauxite mine. Energy efficiency Improve the specific consumption of our processes, thus reducing the consumption of energy (electric power, natural gas, coke, fuel oil, etc.). Energy flexibility Replacement of fossil fuels with alternative fuels. R$ 500 thousand to modernize the project pilot plant in Niquelândia. In 2014, our priority will be the modernization of the pilot plant in Juiz de Fora (MG). In this case the goal is to replace coke by alternative fuels. In our plant in Três Marias (MG), we have developed an innovative project which is at an advanced stage of engineering or eliminating waste. We seek to create value from our waste, including third party waste, as is already occurring, for example, in our Metalex unit, which is using industrial waste as an input, and in the Juiz de Fora (MG) plant, which is recovering zinc from electric arc furnace (EAF) dust. In 2013, the total revenue total generated from the treatment or recycling of waste exceeded R$ 100 million. This initiative is part of National Program for Access to Technical Education and Employment (Pronatec) and is conducted in partnership with the municipal government of Rondon do Pará, the National Industrial Training Service (SENAI), the National Rural Education Service (SENAR) and the Federal Institute of Education, Science and Technology of Pará (IFPA). We are carrying out a number research studies on projects that are applicable to all our units, such as: use of fuel oils from renewable sources; use of bio gas; heat recovery (from gases, solids and liquids) to reduce steam consumption; automation of processes with a focus on reducing energy consumption; and use of biomass in our metallurgical processes. and feasibility studies, to recover heat from 40 zinc oxide furnaces. The furnace exhaust gases will be used to generate steam, which is currently produced by burning fuel oil. In our plant in Vazante (MG) we are in the initial stage of a project to build a small hydroelectric power plant, where the turbines will be driven by the water that is pumped from the subsoil to lower the water table. Furthermore, the avoidance of investments in new tailing dams, which is an expenditure that does not add value or bring environmental or social benefits, is one of the subjects that has attracted our attention. In addition to reducing financial costs, it eliminates the negative environmental impacts of new dams that require virgin land, resettlement of people and liability control processes. The workforce training courses also includes specific As a result of these efforts to minimize energy consumption, training for smallholder farmers. The Agricultural in 2013, we reduced consumption by 623,765 GJ and the Our Technology area is participating in a project, also in an Since 2010, the Morro Agudo (Paracatu MG) plant has achieved Production Support Program provides training for cost by R$ 13.4 million. Of this total, 151,226 GJ were of initial stage, in partnership with Votorantim Energia and a Swiss zero waste in its activities. Following investments in new operators of machinery and agricultural implements, thermal energy. This saving is equivalent to the thermal research institution, on the use of organic microelectronics to technology, the plant no longer generates waste, but produces a technical assistants in agriculture, agro-forestry farmers, energy required to drive a compact car around the world produce thin photovoltaic films for energy production. new product, agricultural limestone powder. We invested only market gardeners, smallholder farmers and forestry workers. The goal is to foster food production in 1,389 times. The remaining energy saved would be enough to power 851,104 homes for a month. If we compare these Waste Management R$ 300 thousand in a new process that avoided the need to build a new dam every three years at a cost of R$ 35 million each. We the region and enable the local producers to meet the savings to the energy needs of the city of Alumínio (SP), it are now producing about 700 thousand metric tons per year of demands generated by the implementation of would be enough to power this city of 17,789 inhabitants In 2011, we set a target of zero waste for our mining and agricultural limestone powder, which is used to correct soil acidity. the project. and 5,928 households for 12 years. Alternatively, it is metallurgical activities by A survey conducted in 2012 Our agricultural limestone powder product has been approved by equivalent to the energy needs of the city of São Caetano do revealed that Votorantim Metals currently generates 5.4 million the Ministry of Agriculture and its quality has been certified by the Sul (SP), which has 156,362 inhabitants and 52,121 households, for 1.4 years. ECO-EFFICIENCY AND THE RESPONSIBLE USE OF RESOURCES In seeking energy efficiency and flexibility, the following initiatives were the most important: Electric Power Consumption/Energy Mix In the Niquelândia (GO) plant, which is one of the largest In our strategic plan, we identified the optimization of energy resources as one of the challenges for our business continuity. Our goal for 2020 is to improve our energy efficiency consumers of fuel oil in the company, we will test the use of the biomass, generated by our farms in the region, as a substitute for part of the coke used to produce steam. (per metric ton of production) by 10%, which is double the goal set by VID. We have defined a list of actions needed to achieve this goal and we are seeking the resources necessary to carry them out. Also in Niquelândia, we are testing the use of the waste from the aluminum production furnaces (a toxic class I material) as an alternative energy input. The probability of success of this project is high and we could potentially send to Niquelândia 58

31 Votorantim Metais Business Model and Performance Federal University of Lavras (MG). Our successful experience at the Morro Agudo plant has inspired us to set up further projects to pursue the goal of zero waste by For example, we have found a viable solution to extend the useful life of the tailings dam at our Niquelândia (GO) plant for 17 years, thereby avoiding the need to invest R$ 350 million to build a new dam. The current dam has been in operation for 30 years and cannot be expanded by conventional methods. We have developed a new tailings storage method, based on the experience of our plant in Fortaleza de Minas (MG). We take all necessary steps to mitigate the engineering and environmental risks. The first phase of construction has been completed, and the project is expected to cost only 1/3 of a new dam without considering the positive environmental impacts. In the aluminum business, we set ourselves a goal to double the life of the Palmital tailings dam by By using filter presses to remove the liquid portion of the waste, we created an innovative solution to a problem that has long bedeviled the global aluminum industry, prolonged the life of the dam until 2045, and avoided the need to invest R$ 300 million in building a new dam. During the execution of the project, we also perceived that we could use the current dam indefinitely. We are testing the use of our waste as an input for another industry that could reduce costs and emit 30% less greenhouse gases. The liquid removed by filter presses will be reused in the refinery, bringing savings in the consumption of caustic soda and chlorine. We estimate that we can start to operate this process on an industrial scale in These projects for the tailings dams at Niquelândia and Palmital have great potential and will further enhance our dam management system, which is monitored and audited by Geo Consulting and considered one of the best in the world. Our pioneering management system, which was developed in-house, was designed to meet the requirements of the most stringent international legislation in order to ensure safety. Any indications of problems are identified well in advance and promptly remediated. The new projects are designed from the outset to have minimal waste generation. Additionally, we look for ways to use such waste to the fullest extent, even if only in the future to close down the mine. We are also seeking solutions to eliminate the need for a dam altogether. Our plans for the Bongará and Aripuanã projects, which are still under study, do not include the construction of tailings dams. If they prove to be absolutely necessary, we will employ the most modern methods, such as dry stacking, which makes waste easier to handle, has a lower risk of breakage and can be covered by vegetation. The minimum generation and maximum utilization of waste, in addition to environmental benefits, eliminates the need for a tailings dam, and consequently the expense of its construction and monitoring. The reuse of the waste from the aluminum furnaces has been tested successfully in two applications. The first application is to use it as a substitute for part of the fuel oil in the Niquelândia plant (for more details see the section above entitled Electric Power Consumption/Energy Mix). Another interesting possibility is the use of this waste by Votorantim Steel as a slag fluidizing agent. If the application is approved, we could ship aluminum waste, which is a class I hazardous substance, to other steel mills. Another initiative that generates economic gains and mitigates environmental risks is the use of EAF dust (a class I hazardous waste generated by the steel industry) as a substitute for part of the zinc concentrate at the Juiz de Fora (MG) plant. We initiated this process in 2012 by processing EAF dust received from Votorantim Siderurgia and by 2013 the volume had quadrupled. In addition to resolving a disposal problem this contributed to increasing the profitability of the Juiz de Fora plant, by lowering its production costs. We are now providing this service to other companies and have the capacity to further expand the use of EAF dust in our raw material mix. More recently, we began testing the use of batteries as replacements for zinc concentrate. Another aspect regarding the responsible use of resources is the long-term planning of our existing mines. We have established a team dedicated to this aspect that forecasts the changes in mineral content over time, calculates the need for opening new galleries and identifies ways to extend the useful life of these mines. In Vazante (MG), we detected mineral deposits in an area belonging to the estate of a bankrupt company. We purchased the property and will extend the useful life of the mine life by five years, from 2025 to Although previously we estimated that the mine at Morro Agudo (Paracatu MG) would be depleted by 2015, new research has revealed an opportunity to extend its life until AGRICULTURAL LIMESTONE POWDER: A NEW PRODUCT FROM VOTORANTIM METAIS Since July 2010, our unit in Morro Agudo (Paracatu MG) no longer generates any waste in its zinc processing. Following an investment in new technology it is using the former industrial limestone powder (ILP) waste to produce a new product, agricultural limestone powder (ALP), which is then sold. We invested R$ 300 thousand in this zero waste project. The revenues from ALP sales were R$ 7.7 million in 2013, R$ 10.5 million in 2012 and R$ 6.8 million in In addition, we avoided an expense of R$ 20 million to build a new tailings dam for the disposal and handling of the ILP. There was also an environmental gain since the ILP waste was originally disposed of in a tailings dam, which represented an environmental liability. The ILP deposited in the dam between 2008 and 2010 is also being reprocessed to recover zinc and lead and, with the removal of these deposits, the areas can be rehabilitated and reused. The ALP has a high potential to provide soil nutrients due to the zinc in its composition. It is being used both as an agricultural input and for the correction of soil ph. The product has very fine-grained filler particles that ensure a higher level of nutrient absorption. In addition to correcting the soil ph by neutralizing acidity, the product maximizes the effects of fertilizers and permits their late application, thus increasing the productivity of the soil. The project zero waste represented a paradigm shift in the zinc production process. By focusing on reducing the generation of ILP, it was possible to eliminate waste by processing it into ALP, which then became part of Votorantim Metais s product range. 60

32 Water and Waste Water Management At present the total volume of water in consumed by all on average, industry pays US$ 0.25 per cubic meter of water The company s license to operate includes the use of Our methodology, which was developed based on a study of Votorantim Metais units is around 20 million m³/year. in Brazil. In France, the cost of water can be as much as US$ water resources. 19 other methodologies, has become a market standard and According to the water balance survey we carried out in 2013, 6 per cubic meter. Our target is to re-circulate 100% of the process water is being recommended by the Brazilian Aluminum we reuse (and consider to be part of our water efficiency ) by Association (Abal) for use by other companies in the sector. about half of this total and as a result the company is In day-to-day activities, we rely on the use of a water considered a benchmark among the Votorantim Industrial balance tool which allows us to monitor water consumption The goal of the water governance program is to identify the We seek to make a rapid improvement in our reuse of water Companies. Despite this good performance we intend to in a detailed and comprehensive manner. The water balance key internal and external opportunities for the efficient, since, in addition to energy, it will be one of the principal improve further. Our primary goal, as already mentioned, is to tool is being used in a standardized way in all our units. differentiated and ongoing management of water use, bottlenecks for mining in the future. Therefore, we have re-circulate 100% of the process water, and achieve a zero enabling us to achieve our target for 2020, and to conserve selected 2014 as The Votorantim Metais Year of discharge of waste water by We propose to withdraw Based on the experience gained in accounting for water use, water resources. The program is based on four pillars: social, Water, and it will be marked by the execution of a number water from external sources only to replace evaporation losses and with the involvement of the process and environmental strategic, educational and eco-efficiency. of internal and external initiatives. or the water embedded in products. teams, in 2014, we will implement the Votorantim Metais Water Governance Program. To standardize measurements, in 2012, we prepared the Internally, we will analyze the performance gaps at each unit The performance of the units is variable with respect to the Votorantim Metais Water Balance Manual based on a and identify the projects that will be necessary to meet our percentage of water reuse. Although the average reuse is The program is based on the following findings: methodology developed by the University of Queensland, goal of re-circulating 100% of process water. At the plant in 50%, some units stand out. For example, the Morro Agudo Australia. This manual applies a consistent and systematic Três Marias (MG), for example, we have developed a process (Paracatu MG) plant achieved 89% efficiency and the Water is a sensitive topic worldwide. approach that allows us to identify, measure, record and to reduce the sulfate content of the process water, which Cajamarquilla (Peru) unit, 67%. At a global level, there are restrictions and growing report information on the use of water. It also permits us currently prevents it from being re-circulated. In addition we competition for access to water resources. to quantify the water flows between processes or activities plan to produce a product for use in agriculture. The new These initiatives are in line with our goal of creating shared The withdrawal and treatment of water, the discharge of in each Votorantim Metais unit, in a standardized process is expected to go into operation in 2018, and will value, since we contributed to conserving water resources waste water, and the charging of fees for water, are accounting manner. enable the unit to reach a water efficiency level of 100%. while also generating value for the company by reducing the significant, and growing, costs for industry. costs of water withdrawal and treatment and waste water We must be alert to the management of the risks In 2013, we revised the manual and implemented it in In Peru, where access to water is already a critical issue, we discharge. It is worth remembering that even though associated with water scarcity in the places where all units, except Milpo (Peru), where implementation is hired a consultant in 2013 to analyze the trends in currently the cost of water withdrawal from Brazilian rivers Votorantim Metais has its operations. The mining process planned for sustainability. In Cajamarquilla, we have implemented a is still low, it will tend to rise. A KPMG study revealed that generates a high demand for water. process for reverse osmosis to allow water to be re-circulated

33 In the aluminum business all water, including rainwater, is collected, treated and reused. In the São Miguel Paulista (São Paulo SP) unit we are re-circulating the water used in the production of anhydrous sodium sulfate. This results in a saving of 120 m³/day of industrial water, thereby reducing the discharge of waste water. Among our external initiatives, one of the highlights is the project for the Rehabilitation of permanent preservation areas of the springs in the headwater areas: marsh-lands, implemented in 2012, at our unit in Três Marias (MG). The goal is to take action to restore springs that play a key role in the formation and maintenance of the water resources of the São Francisco River basin. A survey of the area revealed that, among a number of problems, the greatest adverse impact on the springs was the trampling of the surrounding soil by cattle. We sought the support of local farmers and fenced in the São José Tolda marsh-land, to prevent access by animals. Another initiative is the Water Entrepreneurs project which is being conducted in the towns of Três Marias (MG), Vazante (MG) and Fortaleza de Minas (MG), with participants coming also from Cataguases, Itamarati de Minas and São Sebastião da Vargem Alegre. The aim is to encourage and support local entrepreneurship to take action on the rational use of water and in the improvement of water resources in the state of Minas Gerais. Soil Management We have set up a project to assess the Viability of Coffee Production, Pasture Land, Eucalyptus and Native Trees in Former Bauxite Mining Areas in the Zona da Mata region in the state of Minas Gerais. This project aims to contribute to identifying better soil management and planting practices in areas formerly mined by Votorantim Metais. The project, which began in 2008 in partnership with the University of Viçosa (UFV), includes soil research aimed at identifying the most appropriate end-use for each restored area. The project includes an experimental field at our plant in Miraí (MG). This makes it possible to assess the viability of crops (pasture land, coffee, eucalyptus and red angico trees) and native species in impacted areas, and their growth patterns in the short, medium and long terms. In 2013, we invested R$ 15 million in the program to rehabilitation former mining areas. GHG EMISSIONS FROM INDUSTRIAL ACTIVITY Among the various industrial activities of the Votorantim Group, the metals amd mining businesses are those that emit the least amount of greenhouse gases. The GHG emissions for the company were around 4.7 million metric tons of CO 2 equivalent, which represents about 13% of VID s total emissions. As of 2015, we plan to give greater priority to this issue, with the creation of a GHG Emission Policy, in order to achieve our goal for 2020, of having the same level of emissions per metric ton of product as the base year, This will be one of the topics addressed by our eco-efficiency thematic teams. The aluminum plant in Alumínio (SP), which has an energy mix that depends heavily on natural gas, is the single most critical challenge for Votorantim Metais, accounting for 52% of the company s total GHG emissions. Our actions to reduce these emissions are focused mainly on improving process management. The processes at our plants in Três Marias (MG) and Niquelândia (GO) account for 47% of our emissions, and the remaining 1% relates to mining. At Niquelândia we have a project to use biomass, which will reduce the the company s total emissions by 1%. At Três Marias, we have projects to recover heat for use in steam production. BIODIVERSITY AND ECOSYSTEM SERVICES We are developing a more focused approach to this issue and, in 2014, we aim to develop a Biodiversity and Ecosystem Services Policy. In March 2013, we initiated a pilot project to review ecosystem services at our unit in Rondon do Pará (PA). This was conducted in conjunction with Votorantim Industrial, and the results to date were presented at the fourth and last workshop held by The Business Partnership on Ecosystem Services (PESE), in São Paulo. PESE is a partnership between business and civil society organized by the Brazilian Business Council for Sustainable Development (CEBDS), the Center for Sustainability Studies of the Getulio Vargas Foundation (GVces) and the World Resources Institute (WRI), with support from the US Agency for International Development (USAID). Representatives of eight companies, including Votorantim, participated in this initiative, meeting regularly to share their experiences. The initiative aims to strengthen the capacity of its members to assess and manage ecosystem services. At the workshop the participating companies presented the progress made by their respective organizations in general and also their experience in applying the Ecosystem Services Review (ESR) tool which measures the impacts on, and the dependence of, industrial activity on ecosystem services. 65

34 TO INTEGRATE RISK MANAGEMENT INTO MANAGEMENT AS A WHOLE, WE ARE DEVELOPING A STRATEGIC RISK MATRIX. RISK MANAGEMENT To adapt the company to the new Votorantim encompasses our production and management reliance on a specific customer or a supplier, The ultimate goal is to integrate risk Industrial corporate governance structure, we are process and the management processes, from the then the risk is evaluated, monitored and has management into the management system as a setting up an area for strategic risks and intend to mine to the to the final customer, including logistics, its impacts quantified. We intend to expand the whole, in order to prevent and mitigate risks. construct a matrix of strategic and business risks. This imports, exports and delivery. The matrix identifies risk matrix to ensure it corresponds, more and process will take place during the vulnerabilities, quantifies their impacts, evaluates more, to our day-to-day reality. In this respect, for example, our focus on the probabilities of occurrence and finally prioritizes operational stability, which has been embedded In addition to market risks (such as commodity prices, an action plan to minimize risks. If we encounter risk in the work practices of all of our units, is exchange rates, interest rates, etc.), which we situations such as, depending on a logistical system contributing to the gradual reduction of risks. monitor jointly with VID s Treasury area, our risk in our supply chain, a situation at a mine that matrix, which is specific to our businesses, requires attention, a bottleneck at a factory, a heavy 66 67

35 REPORT VOTORANTIM METAIS plus additional opportunities arising from the two major METALS AND MINING INDUSTRY sporting events being held in Brazil: the 2014 World Cup and the 2016 Olympics. Despite the expectation of rising interest The metals and mining industry is is going through a period rates, there are still good prospects for credit availability for of austerity, which has adopted a more rigid financial THE PROSPECTS FOR THE METALS AND MINING SECTORS ARE POSITIVE, DESPITE THE BACKDROP OF ECONOMIC VOLATILITY. the residential housing market, which continues to show a healthy level of activity. Although keenly aware that we will continue to face a challenging environment, we remain steadfast in the pursuit of our objectives to grow, to increase operational efficiency, and to reduce financial leverage (as measured by net debt/ebitda). In parallel, we will work on developing internal initiatives that contribute to improved profitability, with the emphasis on discipline. In order to remain active and competitive, companies must focus on the reduction of fixed costs and operating expenses, the optimization of the supply chain, the modernization and automation of processes and increased asset productivity. The first decade of the century saw a boom in demand triggered by the entry of China into the WTO in This prompted a race to accelerate projects and make others reducing operating costs and increasing the effectiveness of our viable, even when not fully mature, and this resulted in the management systems. inflation of input costs, taxes and royalties and market services. Then the more restrictive economic scenarios of The search for synergies and the continuous improvement of recent years caused the stock of projects to shrink back VISION OF THE FUTURE processes will be constant concerns. In addition, we seek to offer a range and mix of products that result in the highest level of customer satisfaction, and, through our new sales and Although many projects have not confirmed their expected success, there is still currently an oversupply of products in the operational approaches, work towards strengthening the market, which situation is expected to be reversed within a development of relations with our customers, suppliers, few years time. The slowdown in exploration projects for partners, and other stakeholder groups. In this context, we mineral resources may lead to supply problems later on. These GLOBALLY AND IN BRAZIL believe that the new decentralized governance structure will enable us to operate in a more independent manner, thus projects need to be restarted, but meeting the greater financial discipline required by investors. We believe that in 2014 the Brazilian and global economic scenes will remain volatile. In such conditions, execution capacity, operations management, creativity and capital investment discipline will continue to be key factors in delivering superior results. At the global level the World Bank, in its Global Economic Prospects Report published in January 2014, forecast overall global growth for 2014 to be 3.2%, with growth of 5.3% in developing countries and 2.2% in developed countries. Furthermore, according to the same report, five years after the last major financial crisis, global activity in 2014 is strengthening compared to prior years, driven mainly by the recovery of higher-income economies. In turn, the growth performance of developing countries is also more robust, The Euro zone economy continues on its path of slow recovery, and there are still concerns about deflation (resulting in a lack of investments and a higher level of bankruptcies), and the persistent levels of unemployment, especially in Spain. Even the most developed economies such as France, the Netherlands and Germany, have obstacles to overcome to achieve a more robust level of GDP growth. On the other hand, some Asian economies are expected to maintain their strong growth rates. In the case of China, although GDP will not grow at the same high rate as in previous years, it will still increase faster than the rest of the world. In Brazil, the prospects of a year with elections and the World Cup may result in many companies delaying projects or investment decisions. Interest rates are expected to rise providing faster decision-making and improved operational efficiency, fundamental aspects that lead us to believe that we are well-placed to deliver solid results in Votorantim will complete 100 years of business activities in We believe that our business continuity is founded on a process of responsible growth, our strong brand, and our competitive advantages, in people, sustainability and innovation. These three pillars are the foundations which stimulate the development of management processes, the search for innovative business solutions, such as new uses of our raw materials and improvements in our products and services. We seek to generate shared value, with respect for the present and an eye on the future. We consider the prospects for the metals and mining industry to be positive. China s population will continue to grow, albeit at a slower rate than in the past, and it should maintain its process of urbanization. The population of India is expected to increase significantly. In 2030, China and India together are forecast to represent 35% of the global population. The global population is expected to exceed 9 billion people by Thus, it is clear that there will be a high demand for metals for infrastructure projects. The industry s main challenge is to ensure a continuous supply of metals to meet this demand in the long term. It will have to find solutions to adapt to a situation of low elasticity of supply because of the technical, geological, geographical and financial difficulties of the new projects. reflecting the improvement in external demand. However, the further, and this is a major factor that inhibits investments prospects for 2014 are subject to risks, for example, the and credit for financing purchases of consumer goods. On gradual reduction in the US monetary stimulus program and the other hand, the infrastructure sector should continue to the structural changes underway in China. attract high levels of investment and incentives, particularly for: the modernization and expansion of highways, railways, ports and airports; the construction of hydroelectric plants; 68 69

36 VISION OF THE FUTURE On the other hand, we expect to see the arrival of new REPORT PRODUCTION Chinese and Indian market players in the coming years, which will have to contend with raw material cost inflation, taxes and royalties. The cancellation and postponement of projects could reduce future supply. Should the expected demand materialize, it will result in pressure on prices. We anticipate that there will be a high level of economic volatility in the coming years and that the return to economic recovery will bring a good deal of risk. Therefore, our strategic plan for the coming years has been designed to address this recovery. We have given priority to the initiatives and projects that are under our control. We have planned to generate half of our income from projects related to better management practices such as the search for greater operational efficiency and stability, and cost reduction projects, such as those aimed at obtaining value from waste, saving energy and avoiding investments in tailings dams. SOCIAL LICENSE TO OPERATE Prospecting for new mineral resources is essential for our business continuity. Our Mining Exploration area focuses its activities mainly on the Americas, particularly Colombia, Argentina, Peru, Canada and Brazil. Two years ago, we began to undertake exploration in South Africa. In addition to identifying and quantifying the mineral resources, this team has another strategic role, which is to establish relations, grounded in ethics and transparency, between Votorantim Metals and the local authorities and communities, which we refer to as the social license. It is necessary to have a high level of interaction with the local authorities and communities, even before having a geologist in the field. General Coordination Sustainability General Management Overall Responsibility: David Canassa Coordination: Frineia Rezende Votorantim Metais Coordination Ricardo Barbosa dos Santos Sustainability General Manager Votorantim Metais Report Contributors Ana Cláudia de Araújo Lima André Luiz Rodriguez Martins André Luís Machado de Vasconcelos Aricely Lamontanha Camila de Oliveira Dias Marquesin GRI Consulting Deloitte Touche Tohmatsu Graphic Design, Layout and Infographics fmcom Translation English: Richard Wightwick Spanish: Sylvia Gómez y Artigas Belhot Photographs Banco de Imagens Votorantim Typography Frutiger, Adrian Frutiger, 1975 We expect, in the medium term, to see a recovery in commodity prices, and although new projects remain on our radar, the key word is caution. Given this more restrictive scenario, we will focus on highly profitable projects and seek partnerships to share investments and risks. South America continues to be a strategic area for us, but we are reevaluating the priorities of projects. In Peru, the most advanced projects are those in Bongará and Shalipayco. They are in the phase of exploration drilling to define the extent of the mineral deposits. In Colombia, we are seeking a partner for the metallurgical coal project. In Brazil, we have completed the feasibility study for the Rondon Alumina project and its execution may be delayed until certain logistical issues in the region have been resolved. In mining exploration, the most advanced project, in terms of studies, is Aripuanã. In new mining frontiers such as Africa, Vietnam and Zambia, We need to explain who we are, what our objectives are, how the mining industry operates at all stages and that at Votorantim Metais, we strive to carry out our activities with great respect for the communities and the environment. We operate in a way that supports local development, generating employment and income, promoting the development of public management, and investing in the community s education and health. We seek to demonstrate that we respect the legislation and we involve the local communities in quarterly environmental monitoring, which begin to be realized long before any mining activity. In the Andean region, for example, where the land does not belong to a person but to a community, the major concern is with the preservation of water, which is a scarce resource. We involve the community in the environmental monitoring in order to show that we are not harming the quality of the water or the soil. Daniela Rocha Novoa Davi Ribeiro dos Santos Fernanda Diniz Bolzan de Oliveira Flavia Helena Moraes De Oliveira Laís Lucas Moreira Liliane Rocha Luciana do Prado Silva VM Corporate Area Teams Votorantim Metais Sales (Aluminum, Nickel, Zinc) Communication, HOD, Administration, Finance, Legal, Planning, Production and Procurement. VM Unit Teams Environment, Health and Safety, Communication, HOD e Administration, Metalex and Milpo Publication Date July/2014 PDF version at: Contact Votorantim Metais Av. Eusébio Matoso, º andar CEP São Paulo/SP Tel: (011) [email protected] we are redesigning projects in light of the current need for stricter financial discipline. In the case of the Bongará project, which is located a region of jungle-covered mountains, we developed a nursery and trained the community to produce seedlings Report Content Editorial Consulting and Editing Eduardo Dantas that we will buy and use to restore the vegetation in areas affected by vehicular traffic and construction. Report Writing Abgail Cardoso 70

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